Tax Withholding Clause Example with 151 Variations from Business Contracts
This page contains Tax Withholding 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 Withholding. As a condition to acceptance of any Award under the Plan, a Participant authorizes withholding from payroll and any other amounts payable to such Participant, and otherwise agree to make adequate provision for (including), any sums required to satisfy any U.S. federal, state, local and/or foreign tax or social insurance contribution withholding obligations of the Company or an Affiliate, if any, which arise in connection with the exercise, vesting or settlement of such Award, as applicable. Acco...rdingly, a Participant may not be able to exercise an Award even though the Award is vested, and the Company shall have no obligation to issue shares of Common Stock subject to an Award, unless and until such obligations are satisfied. (b) Satisfaction of Withholding Obligation. To the extent permitted by the terms of an Award Agreement, the Company may, in its sole discretion, satisfy any U.S. federal, state, local and/or foreign tax or social insurance withholding obligation relating to an Award by any of the following means or by a combination of such means: (i) causing the Participant to tender a cash payment; (ii) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to the Participant in connection with the Award; (iii) withholding cash from an Award settled in cash; (iv) withholding payment from any amounts otherwise payable to the Participant; (v) by allowing a Participant to effectuate a "cashless exercise" pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board; or (vi) by such other method as may be set forth in the Award Agreement. (c) No Obligation to Notify or Minimize Taxes; No Liability to Claims. Except as required by Applicable Law the Company has no duty or obligation to any Participant to advise such holder as to the time or manner of exercising such Award. Furthermore, the Company has no duty or obligation to warn or otherwise advise such holder of a pending termination or expiration of an Award or a possible period in which the Award may not be exercised. The Company has no duty or obligation to minimize the tax consequences of an Award to the holder of such Award and will not be liable to any holder of an Award for any adverse tax consequences to such holder in connection with an Award. As a condition to accepting an Award under the Plan, each Participant (i) agrees to not make any claim against the Company, or any of its Officers, Directors, Employees or Affiliates related to tax liabilities arising from such Award or other Company compensation and (ii) acknowledges that such Participant was advised to consult with his or her own personal tax, financial and other legal advisors regarding the tax consequences of the Award and has either done so or knowingly and voluntarily declined to do so. Additionally, each Participant acknowledges any Option or SAR granted under the Plan is exempt from Section 409A only if the exercise or strike price is at least equal to the "fair market value" of the Common Stock on the date of grant as determined by the Internal Revenue Service and there is no other impermissible deferral of compensation associated with the Award. Additionally, as a condition to accepting an Option or SAR granted under the Plan, each Participant agrees not make any claim against the Company, or any of its Officers, Directors, Employees or Affiliates in the event that the Internal Revenue Service asserts that such exercise price or strike price is less than the "fair market value" of the Common Stock on the date of grant as subsequently determined by the Internal Revenue Service. (d) Withholding Indemnification. As a condition to accepting an Award under the Plan, in the event that the amount of the Company's and/or its Affiliate's withholding obligation in connection with such Award was greater than the amount actually withheld by the Company and/or its Affiliates, each Participant agrees to indemnify and hold the Company and/or its Affiliates harmless from any failure by the Company and/or its Affiliates to withhold the proper amount.View More
Variations of a "Tax Withholding" Clause from Business Contracts
Tax Withholding. As a condition 16.1Tax Withholding in General. The Company shall have the right to acceptance of deduct from any Award and all payments made under the Plan, a Participant authorizes withholding from or to require the Participant, through payroll and any other amounts payable to such Participant, and otherwise agree withholding, cash payment or otherwise, to make adequate provision for (including), any sums required to satisfy any U.S. for, the federal, state, local and/or and foreign tax or taxe...s (including social insurance contribution withholding obligations of the Company or an Affiliate, insurance), if any, which arise in connection required by law to be withheld by any Participating Company with the exercise, vesting or settlement of such Award, as applicable. Accordingly, a Participant may not be able respect to exercise an Award even though or the Award is vested, and the shares acquired pursuant thereto. The Company shall have no obligation to issue deliver shares of Common Stock, to release shares of Stock subject from an escrow established pursuant to an Award, unless and until such obligations are satisfied. (b) Satisfaction of Withholding Obligation. To the extent permitted by the terms of an Award Agreement, or to make any payment in cash under the Plan until the Participating Company may, Group's tax withholding obligations have been satisfied by the Participant. 16.2Withholding in its sole discretion, satisfy any U.S. federal, state, local and/or foreign tax or social insurance withholding obligation relating Directed Sale of Shares. The Company shall have the right, but not the obligation, to an Award by any of the following means or by a combination of such means: (i) causing the Participant to tender a cash payment; (ii) withholding shares of Common Stock deduct from the shares of Common Stock issued or otherwise issuable to the Participant in connection with the Award; (iii) withholding cash from an Award settled in cash; (iv) withholding payment from any amounts otherwise payable to the Participant; (v) by allowing a Participant to effectuate a "cashless exercise" pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board; or (vi) by such other method as may be set forth in the Award Agreement. (c) No Obligation to Notify or Minimize Taxes; No Liability to Claims. Except as required by Applicable Law the Company has no duty or obligation to any Participant to advise such holder as to the time or manner of exercising such Award. Furthermore, the Company has no duty or obligation to warn or otherwise advise such holder of a pending termination or expiration of an Award or a possible period in which the Award may not be exercised. The Company has no duty or obligation to minimize the tax consequences of an Award to the holder of such Award and will not be liable to any holder of an Award for any adverse tax consequences to such holder in connection with an Award. As a condition to accepting an Award under the Plan, each Participant (i) agrees to not make any claim against the Company, or any of its Officers, Directors, Employees or Affiliates related to tax liabilities arising from such Award or other Company compensation and (ii) acknowledges that such Participant was advised to consult with his or her own personal tax, financial and other legal advisors regarding the tax consequences of the Award and has either done so or knowingly and voluntarily declined to do so. Additionally, each Participant acknowledges any Option or SAR granted under the Plan is exempt from Section 409A only if upon the exercise or strike price is at least equal settlement of an Award, or to accept from the "fair market value" Participant the tender of, a number of the Common whole shares of Stock on the date of grant having a Fair Market Value, as determined by the Internal Revenue Service and there is no other impermissible deferral of compensation associated with the Award. Additionally, as a condition Company, equal to accepting an Option or SAR granted under the Plan, each Participant agrees not make any claim against the Company, all or any of its Officers, Directors, Employees or Affiliates in the event that the Internal Revenue Service asserts that such exercise price or strike price is less than the "fair market value" part of the Common tax withholding obligations of any Participating Company. The Fair Market 35 Value of any shares of Stock on withheld or tendered to satisfy any such tax withholding obligations shall not exceed the date of grant as subsequently amount determined by the Internal Revenue Service. (d) Withholding Indemnification. As applicable minimum statutory withholding rates (or the maximum individual statutory withholding rates for the applicable jurisdiction if use of such rates would not result in adverse accounting consequences or cost). The Company may require a condition Participant to accepting direct a broker, upon the vesting, exercise or settlement of an Award under the Plan, in the event that the amount Award, to sell a portion of the Company's and/or its Affiliate's withholding obligation in connection with such shares subject to the Award was greater than the amount actually withheld determined by the Company and/or in its Affiliates, each Participant agrees discretion to indemnify be sufficient to cover the tax withholding obligations of any Participating Company and hold the to remit an amount equal to such tax withholding obligations to such Participating Company and/or its Affiliates harmless from any failure by the Company and/or its Affiliates to withhold the proper amount. in cash. View More
Tax Withholding. As a condition 16.1Tax Withholding in General. The Company shall have the right to acceptance of deduct from any Award and all payments made under the Plan, a Participant authorizes withholding from or to require the Participant, through payroll and any other amounts payable to such Participant, and otherwise agree withholding, cash payment or otherwise, to make adequate provision for (including), any sums required to satisfy any U.S. for, the federal, state, local and/or and foreign tax or taxe...s (including social insurance contribution withholding obligations of the Company or an Affiliate, insurance), if any, which arise in connection required by law to be withheld by any Participating Company with the exercise, vesting or settlement of such Award, as applicable. Accordingly, a Participant may not be able respect to exercise an Award even though or the Award is vested, and the shares acquired pursuant thereto. The Company shall have no obligation to issue deliver shares of Common Stock, to release shares of Stock subject from an escrow established pursuant to an Award, unless and until such obligations are satisfied. (b) Satisfaction of Withholding Obligation. To the extent permitted by the terms of an Award Agreement, or to make any payment in cash under 36 the Plan until the Participating Company may, Group's tax withholding obligations have been satisfied by the Participant. 16.2Withholding in its sole discretion, satisfy any U.S. federal, state, local and/or foreign tax or social insurance withholding obligation relating Directed Sale of Shares. The Company shall have the right, but not the obligation, to an Award by any of the following means or by a combination of such means: (i) causing the Participant to tender a cash payment; (ii) withholding shares of Common Stock deduct from the shares of Common Stock issued or otherwise issuable to the Participant in connection with the Award; (iii) withholding cash from an Award settled in cash; (iv) withholding payment from any amounts otherwise payable to the Participant; (v) by allowing a Participant to effectuate a "cashless exercise" pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board; or (vi) by such other method as may be set forth in the Award Agreement. (c) No Obligation to Notify or Minimize Taxes; No Liability to Claims. Except as required by Applicable Law the Company has no duty or obligation to any Participant to advise such holder as to the time or manner of exercising such Award. Furthermore, the Company has no duty or obligation to warn or otherwise advise such holder of a pending termination or expiration of an Award or a possible period in which the Award may not be exercised. The Company has no duty or obligation to minimize the tax consequences of an Award to the holder of such Award and will not be liable to any holder of an Award for any adverse tax consequences to such holder in connection with an Award. As a condition to accepting an Award under the Plan, each Participant (i) agrees to not make any claim against the Company, or any of its Officers, Directors, Employees or Affiliates related to tax liabilities arising from such Award or other Company compensation and (ii) acknowledges that such Participant was advised to consult with his or her own personal tax, financial and other legal advisors regarding the tax consequences of the Award and has either done so or knowingly and voluntarily declined to do so. Additionally, each Participant acknowledges any Option or SAR granted under the Plan is exempt from Section 409A only if upon the exercise or strike price is at least equal settlement of an Award, or to accept from the "fair market value" Participant the tender of, a number of the Common whole shares of Stock on the date of grant having a Fair Market Value, as determined by the Internal Revenue Service and there is no other impermissible deferral of compensation associated with the Award. Additionally, as a condition Company, equal to accepting an Option or SAR granted under the Plan, each Participant agrees not make any claim against the Company, all or any of its Officers, Directors, Employees or Affiliates in the event that the Internal Revenue Service asserts that such exercise price or strike price is less than the "fair market value" part of the Common tax withholding obligations of any Participating Company. The Fair Market Value of any shares of Stock on withheld or tendered to satisfy any such tax withholding obligations shall not exceed the date of grant as subsequently amount determined by the Internal Revenue Service. (d) Withholding Indemnification. As applicable minimum statutory withholding rates (or the maximum individual statutory withholding rates for the applicable jurisdiction if use of such rates would not result in adverse accounting consequences or cost). The Company may require a condition Participant to accepting direct a broker, upon the vesting, exercise or settlement of an Award under the Plan, in the event that the amount Award, to sell a portion of the Company's and/or its Affiliate's withholding obligation in connection with such shares subject to the Award was greater than the amount actually withheld determined by the Company and/or in its Affiliates, each Participant agrees discretion to indemnify be sufficient to cover the tax withholding obligations of any Participating Company and hold the to remit an amount equal to such tax withholding obligations to such Participating Company and/or its Affiliates harmless from any failure by the Company and/or its Affiliates to withhold the proper amount. in cash. View More
Tax Withholding. As a condition 16.1 Tax Withholding in General. The Company shall have the right to acceptance of deduct from any Award and all payments made under the Plan, a Participant authorizes withholding from or to require the Participant, through payroll and any other amounts payable to such Participant, and otherwise agree withholding, cash payment or otherwise, to make adequate provision for (including), any sums required to satisfy any U.S. for, the federal, state, local and/or and foreign tax or tax...es (including social insurance contribution withholding obligations of the Company or an Affiliate, insurance), if any, which arise in connection required by law to be withheld by any Participating Company with the exercise, vesting or settlement of such Award, as applicable. Accordingly, a Participant may not be able respect to exercise an Award even though or the Award is vested, and the shares acquired pursuant thereto. The Company shall have no obligation to issue deliver shares of Common Stock, to release shares of Stock subject from an escrow established pursuant to an Award, unless and until such obligations are satisfied. (b) Satisfaction of Withholding Obligation. To the extent permitted by the terms of an Award Agreement, or to make any payment in cash under the Plan until the Participating Company may, Group's tax withholding obligations have been satisfied by the Participant. 16.2 Withholding in its sole discretion, satisfy any U.S. federal, state, local and/or foreign tax or social insurance withholding obligation relating Directed Sale of Shares. The Company shall have the right, but not the obligation, to an Award by any of the following means or by a combination of such means: (i) causing the Participant to tender a cash payment; (ii) withholding shares of Common Stock deduct from the shares of Common Stock issued or otherwise issuable to the Participant in connection with the Award; (iii) withholding cash from an Award settled in cash; (iv) withholding payment from any amounts otherwise payable to the Participant; (v) by allowing a Participant to effectuate a "cashless exercise" pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board; or (vi) by such other method as may be set forth in the Award Agreement. (c) No Obligation to Notify or Minimize Taxes; No Liability to Claims. Except as required by Applicable Law the Company has no duty or obligation to any Participant to advise such holder as to the time or manner of exercising such Award. Furthermore, the Company has no duty or obligation to warn or otherwise advise such holder of a pending termination or expiration of an Award or a possible period in which the Award may not be exercised. The Company has no duty or obligation to minimize the tax consequences of an Award to the holder of such Award and will not be liable to any holder of an Award for any adverse tax consequences to such holder in connection with an Award. As a condition to accepting an Award under the Plan, each Participant (i) agrees to not make any claim against the Company, or any of its Officers, Directors, Employees or Affiliates related to tax liabilities arising from such Award or other Company compensation and (ii) acknowledges that such Participant was advised to consult with his or her own personal tax, financial and other legal advisors regarding the tax consequences of the Award and has either done so or knowingly and voluntarily declined to do so. Additionally, each Participant acknowledges any Option or SAR granted under the Plan is exempt from Section 409A only if upon the exercise or strike price is at least equal settlement of an Award, or to accept from the "fair market value" Participant the tender of, a number of the Common whole shares of Stock on the date of grant having a Fair Market Value, as determined by the Internal Revenue Service and there is no other impermissible deferral of compensation associated with the Award. Additionally, as a condition Company, equal to accepting an Option or SAR granted under the Plan, each Participant agrees not make any claim against the Company, all or any of its Officers, Directors, Employees or Affiliates in the event that the Internal Revenue Service asserts that such exercise price or strike price is less than the "fair market value" part of the Common tax withholding obligations of any Participating Company. The Fair Market 37 Value of any shares of Stock on withheld or tendered to satisfy any such tax withholding obligations shall not exceed the date of grant as subsequently amount determined by the Internal Revenue Service. (d) Withholding Indemnification. As applicable minimum statutory withholding rates (or the maximum individual statutory withholding rates for the applicable jurisdiction if use of such rates would not result in adverse accounting consequences or cost). The Company may require a condition Participant to accepting direct a broker, upon the vesting, exercise or settlement of an Award under the Plan, in the event that the amount Award, to sell a portion of the Company's and/or its Affiliate's withholding obligation in connection with such shares subject to the Award was greater than the amount actually withheld determined by the Company and/or in its Affiliates, each Participant agrees discretion to indemnify be sufficient to cover the tax withholding obligations of any Participating Company and hold the to remit an amount equal to such tax withholding obligations to such Participating Company and/or its Affiliates harmless from any failure by the Company and/or its Affiliates to withhold the proper amount. in cash. View More
Tax Withholding. As 7.1 In General. At the time the Grant Notice is executed, or at any time thereafter as requested by a condition to acceptance of any Award under Participating Company, the Plan, a Participant hereby authorizes withholding from payroll and any other amounts payable to such the Participant, and otherwise agree agrees to make adequate provision for (including), for, any sums required to satisfy any U.S. the federal, state, local and/or and foreign tax or (including any social insurance contribut...ion insurance) withholding obligations of the Company or an Affiliate, Participating Company, if any, which arise in connection with the exercise, Award, the vesting of Units or the issuance of shares of Stock in settlement of such Award, as applicable. Accordingly, a Participant may not be able to exercise an Award even though the Award is vested, and the thereof. The Company shall have no obligation to issue deliver shares of Common Stock subject until the tax withholding obligations of the Participating Company have been satisfied by the Participant. 5 7.2 Assignment of Sale Proceeds. Subject to an Award, unless compliance with applicable law and until such obligations are satisfied. (b) Satisfaction of Withholding Obligation. To the extent Company's Trading Compliance Policy, if permitted by the terms of an Award Agreement, Company, the Participant may satisfy the Participating Company's tax withholding obligations in accordance with procedures established by the Company may, in its sole discretion, satisfy any U.S. federal, state, local and/or foreign tax or social insurance withholding obligation relating to an Award providing for delivery by any of the following means or by a combination of such means: (i) causing the Participant to tender the Company or a cash payment; (ii) broker approved by the Company of properly executed instructions, in a form approved by the Company, providing for the assignment to the Company of the proceeds of a sale with respect to some or all of the shares being acquired upon settlement of Units. 7.3 Withholding in Shares. The Company shall have the right, but not the obligation, to require the Participant to satisfy all or any portion of a Participating Company's tax withholding shares of Common Stock obligations by deducting from the shares of Common Stock issued or otherwise issuable deliverable to the Participant in connection with the Award; (iii) withholding cash from an Award settled in cash; (iv) withholding payment from any amounts otherwise payable to the Participant; (v) by allowing a Participant to effectuate a "cashless exercise" pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board; or (vi) by such other method as may be set forth in the Award Agreement. (c) No Obligation to Notify or Minimize Taxes; No Liability to Claims. Except as required by Applicable Law the Company has no duty or obligation to any Participant to advise such holder as to the time or manner of exercising such Award. Furthermore, the Company has no duty or obligation to warn or otherwise advise such holder of a pending termination or expiration of an Award or a possible period in which the Award may not be exercised. The Company has no duty or obligation to minimize the tax consequences of an Award to the holder of such Award and will not be liable to any holder of an Award for any adverse tax consequences to such holder in connection with an Award. As a condition to accepting an Award under the Plan, each Participant (i) agrees to not make any claim against the Company, or any of its Officers, Directors, Employees or Affiliates related to tax liabilities arising from such Award or other Company compensation and (ii) acknowledges that such Participant was advised to consult with his or her own personal tax, financial and other legal advisors regarding the tax consequences settlement of the Award and has either done so or knowingly and voluntarily declined to do so. Additionally, each Participant acknowledges any Option or SAR granted under the Plan is exempt from Section 409A only if the exercise or strike price is at least equal to the "fair a number of whole shares having a fair market value" of the Common Stock on the date of grant value, as determined by the Internal Revenue Service and there is no other impermissible deferral of compensation associated with the Award. Additionally, Company as a condition to accepting an Option or SAR granted under the Plan, each Participant agrees not make any claim against the Company, or any of its Officers, Directors, Employees or Affiliates in the event that the Internal Revenue Service asserts that such exercise price or strike price is less than the "fair market value" of the Common Stock date on which the date tax withholding obligations arise, not in excess of grant as subsequently the amount of such tax withholding obligations determined by the Internal Revenue Service. (d) Withholding Indemnification. As a condition applicable minimum statutory withholding rates if required to accepting an avoid liability classification of the Award under the Plan, generally accepted accounting principles in the event that the amount of the Company's and/or its Affiliate's withholding obligation in connection with such Award was greater than the amount actually withheld by the Company and/or its Affiliates, each Participant agrees to indemnify and hold the Company and/or its Affiliates harmless from any failure by the Company and/or its Affiliates to withhold the proper amount. United States. View More
Tax Withholding. As a condition 16.1 Tax Withholding in General. The Company shall have the right to acceptance of deduct from any Award and all payments made under the Plan, a Participant authorizes withholding from or to require the Participant, through payroll and any other amounts payable to such Participant, and otherwise agree withholding, cash payment or otherwise, to make adequate provision for (including), any sums required to satisfy any U.S. for, the federal, state, local and/or and foreign tax or tax...es (including social insurance contribution withholding obligations of the Company or an Affiliate, insurance), if any, which arise in connection required by law to be withheld by any Participating Company with the exercise, vesting or settlement of such Award, as applicable. Accordingly, a Participant may not be able respect to exercise an Award even though or the Award is vested, and the shares acquired pursuant thereto. The Company shall have no obligation to issue deliver shares of Common Stock, to release shares of Stock subject from an escrow established pursuant to an Award, unless and until such obligations are satisfied. (b) Satisfaction of Withholding Obligation. To the extent permitted by the terms of an Award Agreement, or to make any payment in cash under the Plan until the Participating Company may, Group's tax withholding obligations have been satisfied by the Participant. 16.2 Withholding in its sole discretion, satisfy any U.S. federal, state, local and/or foreign tax or social insurance withholding obligation relating Directed Sale of Shares. The Company shall have the right, but not the obligation, to an Award by any of the following means or by a combination of such means: (i) causing the Participant to tender a cash payment; (ii) withholding shares of Common Stock deduct from the shares of Common Stock issued or otherwise issuable to the Participant in connection with the Award; (iii) withholding cash from an Award settled in cash; (iv) withholding payment from any amounts otherwise payable to the Participant; (v) by allowing a Participant to effectuate a "cashless exercise" pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board; or (vi) by such other method as may be set forth in the Award Agreement. (c) No Obligation to Notify or Minimize Taxes; No Liability to Claims. Except as required by Applicable Law the Company has no duty or obligation to any Participant to advise such holder as to the time or manner of exercising such Award. Furthermore, the Company has no duty or obligation to warn or otherwise advise such holder of a pending termination or expiration of an Award or a possible period in which the Award may not be exercised. The Company has no duty or obligation to minimize the tax consequences of an Award to the holder of such Award and will not be liable to any holder of an Award for any adverse tax consequences to such holder in connection with an Award. As a condition to accepting an Award under the Plan, each Participant (i) agrees to not make any claim against the Company, or any of its Officers, Directors, Employees or Affiliates related to tax liabilities arising from such Award or other Company compensation and (ii) acknowledges that such Participant was advised to consult with his or her own personal tax, financial and other legal advisors regarding the tax consequences of the Award and has either done so or knowingly and voluntarily declined to do so. Additionally, each Participant acknowledges any Option or SAR granted under the Plan is exempt from Section 409A only if upon the exercise or strike price is at least equal settlement of an Award, or to accept from the "fair market value" Participant the tender of, a number of the Common whole shares of Stock on the date of grant having a Fair Market Value, as determined by the Internal Revenue Service and there is no other impermissible deferral of compensation associated with the Award. Additionally, as a condition Company, equal to accepting an Option or SAR granted under the Plan, each Participant agrees not make any claim against the Company, all or any of its Officers, Directors, Employees or Affiliates in the event that the Internal Revenue Service asserts that such exercise price or strike price is less than the "fair market value" part of the Common tax withholding obligations of any Participating Company. The Fair Market Value of any shares of Stock on withheld or tendered to satisfy any such tax withholding obligations shall not exceed the date of grant as subsequently amount determined by the Internal Revenue Service. (d) Withholding Indemnification. As applicable minimum statutory withholding rates. The Company may require a condition Participant to accepting direct a broker, upon the vesting, exercise or 36 settlement of an Award under the Plan, in the event that the amount Award, to sell a portion of the Company's and/or its Affiliate's withholding obligation in connection with such shares subject to the Award was greater than the amount actually withheld determined by the Company and/or in its Affiliates, each Participant agrees discretion to indemnify be sufficient to cover the tax withholding obligations of any Participating Company and hold the to remit an amount equal to such tax withholding obligations to such Participating Company and/or its Affiliates harmless from any failure by the Company and/or its Affiliates to withhold the proper amount. in cash. View More
Tax Withholding. As 7.1 In General. At the time the Grant Notice is executed, or at any time thereafter as requested by a condition to acceptance of any Award under Participating Company, the Plan, a Participant hereby authorizes withholding from payroll and any other amounts payable to such the Participant, and otherwise agree agrees to make adequate provision for (including), for, any sums required to satisfy any U.S. the federal, state, local and/or and foreign tax or (including any social insurance contribut...ion insurance) withholding obligations of the Company or an Affiliate, Participating Company, if any, which arise in connection with the exercise, Award, the vesting of Units or the issuance of shares of Stock in settlement of such Award, as applicable. Accordingly, a Participant may not be able to exercise an Award even though the Award is vested, and the thereof. The Company shall have no obligation to issue deliver shares of Common Stock subject until the tax withholding obligations of the Participating Company have been satisfied by the Participant. 7.2 Assignment of Sale Proceeds. Subject to an Award, unless compliance with applicable law and until such obligations are satisfied. (b) Satisfaction of Withholding Obligation. To the extent Company's Trading Compliance Policy, if permitted by the terms of an Award Agreement, Company, the Participant may satisfy the Participating Company's tax withholding obligations in accordance with procedures established by the Company may, in its sole discretion, satisfy any U.S. federal, state, local and/or foreign tax or social insurance withholding obligation relating to an Award providing for delivery by any of the following means or by a combination of such means: (i) causing the Participant to tender the Company or a cash payment; (ii) broker approved by the Company of properly executed instructions, in a form approved by the Company, providing for the assignment to the Company of the proceeds of a sale with respect to some or all of the shares being acquired upon settlement of Units. 3 7.3 Withholding in Shares. The Company shall have the right, but not the obligation, to require the Participant to satisfy all or any portion of a Participating Company's tax withholding shares of Common Stock obligations by deducting from the shares of Common Stock issued or otherwise issuable deliverable to the Participant in connection with the Award; (iii) withholding cash from an Award settled in cash; (iv) withholding payment from any amounts otherwise payable to the Participant; (v) by allowing a Participant to effectuate a "cashless exercise" pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board; or (vi) by such other method as may be set forth in the Award Agreement. (c) No Obligation to Notify or Minimize Taxes; No Liability to Claims. Except as required by Applicable Law the Company has no duty or obligation to any Participant to advise such holder as to the time or manner of exercising such Award. Furthermore, the Company has no duty or obligation to warn or otherwise advise such holder of a pending termination or expiration of an Award or a possible period in which the Award may not be exercised. The Company has no duty or obligation to minimize the tax consequences of an Award to the holder of such Award and will not be liable to any holder of an Award for any adverse tax consequences to such holder in connection with an Award. As a condition to accepting an Award under the Plan, each Participant (i) agrees to not make any claim against the Company, or any of its Officers, Directors, Employees or Affiliates related to tax liabilities arising from such Award or other Company compensation and (ii) acknowledges that such Participant was advised to consult with his or her own personal tax, financial and other legal advisors regarding the tax consequences settlement of the Award and has either done so or knowingly and voluntarily declined to do so. Additionally, each Participant acknowledges any Option or SAR granted under the Plan is exempt from Section 409A only if the exercise or strike price is at least equal to the "fair a number of whole shares having a fair market value" of the Common Stock on the date of grant value, as determined by the Internal Revenue Service and there is no other impermissible deferral of compensation associated with the Award. Additionally, Company as a condition to accepting an Option or SAR granted under the Plan, each Participant agrees not make any claim against the Company, or any of its Officers, Directors, Employees or Affiliates in the event that the Internal Revenue Service asserts that such exercise price or strike price is less than the "fair market value" of the Common Stock date on which the date tax withholding obligations arise, not in excess of grant as subsequently the amount of such tax withholding obligations determined by the Internal Revenue Service. (d) Withholding Indemnification. As a condition applicable minimum statutory withholding rates if required to accepting an avoid liability classification of the Award under the Plan, generally accepted accounting principles in the event that the amount of the Company's and/or its Affiliate's withholding obligation in connection with such Award was greater than the amount actually withheld by the Company and/or its Affiliates, each Participant agrees to indemnify and hold the Company and/or its Affiliates harmless from any failure by the Company and/or its Affiliates to withhold the proper amount. United States. View More
Tax Withholding. As a condition 16.1 Tax Withholding in General. The Company shall have the right to acceptance of deduct from any Award and all payments made under the Plan, a Participant authorizes withholding from or to require the Participant, through payroll and any other amounts payable to such Participant, and otherwise agree withholding, cash payment or otherwise, to make adequate provision for (including), any sums required to satisfy any U.S. for, the federal, state, local and/or and foreign tax or tax...es (including social insurance contribution withholding obligations of the Company or an Affiliate, insurance), if any, which arise in connection required by law to be withheld by any Participating Company with the exercise, vesting or settlement of such Award, as applicable. Accordingly, a Participant may not be able respect to exercise an Award even though or the Award is vested, and the shares acquired pursuant thereto. The Company shall have no obligation to issue deliver shares of Common Stock, to release shares of Stock subject from an escrow established pursuant to an Award, unless and until such obligations are satisfied. (b) Satisfaction of Withholding Obligation. To the extent permitted by the terms of an Award Agreement, or to make any payment in cash under the Plan until the Participating Company may, Group's tax withholding obligations have been satisfied by the Participant. 16.2 Withholding in its sole discretion, satisfy any U.S. federal, state, local and/or foreign tax or social insurance withholding obligation relating Directed Sale of Shares. The Company shall have the right, but not the obligation, to an Award by any of the following means or by a combination of such means: (i) causing the Participant to tender a cash payment; (ii) withholding shares of Common Stock deduct from the shares of Common Stock issued or otherwise issuable to the Participant in connection with the Award; (iii) withholding cash from an Award settled in cash; (iv) withholding payment from any amounts otherwise payable to the Participant; (v) by allowing a Participant to effectuate a "cashless exercise" pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board; or (vi) by such other method as may be set forth in the Award Agreement. (c) No Obligation to Notify or Minimize Taxes; No Liability to Claims. Except as required by Applicable Law the Company has no duty or obligation to any Participant to advise such holder as to the time or manner of exercising such Award. Furthermore, the Company has no duty or obligation to warn or otherwise advise such holder of a pending termination or expiration of an Award or a possible period in which the Award may not be exercised. The Company has no duty or obligation to minimize the tax consequences of an Award to the holder of such Award and will not be liable to any holder of an Award for any adverse tax consequences to such holder in connection with an Award. As a condition to accepting an Award under the Plan, each Participant (i) agrees to not make any claim against the Company, or any of its Officers, Directors, Employees or Affiliates related to tax liabilities arising from such Award or other Company compensation and (ii) acknowledges that such Participant was advised to consult with his or her own personal tax, financial and other legal advisors regarding the tax consequences of the Award and has either done so or knowingly and voluntarily declined to do so. Additionally, each Participant acknowledges any Option or SAR granted under the Plan is exempt from Section 409A only if upon the exercise or strike price is at least equal settlement of an Award, or to accept from the "fair market value" Participant the tender of, a number of the Common whole shares of Stock on the date of grant having a Fair Market Value, as determined by the Internal Revenue Service and there is no other impermissible deferral of compensation associated with the Award. Additionally, as a condition Company, equal to accepting an Option or SAR granted under the Plan, each Participant agrees not make any claim against the Company, all or any of its Officers, Directors, Employees or Affiliates in the event that the Internal Revenue Service asserts that such exercise price or strike price is less than the "fair market value" part of the Common tax withholding obligations of any Participating Company. The Fair Market Value of any shares of Stock on withheld or tendered to satisfy any such tax withholding obligations shall not exceed the date of grant as subsequently amount determined by the Internal Revenue Service. (d) Withholding Indemnification. As applicable minimum statutory withholding rates. The Company may require a condition Participant to accepting direct a broker, upon the vesting, exercise or 37 settlement of an Award under the Plan, in the event that the amount Award, to sell a portion of the Company's and/or its Affiliate's withholding obligation in connection with such shares subject to the Award was greater than the amount actually withheld determined by the Company and/or in its Affiliates, each Participant agrees discretion to indemnify be sufficient to cover the tax withholding obligations of any Participating Company and hold the to remit an amount equal to such tax withholding obligations to such Participating Company and/or its Affiliates harmless from any failure by the Company and/or its Affiliates to withhold the proper amount. in cash. View More
Tax Withholding. As a condition 16.1 Tax Withholding in General. The Company shall have the right to acceptance of deduct from any Award and all payments made under the Plan, a Participant authorizes withholding from or to require the Participant, through payroll and any other amounts payable to such Participant, and otherwise agree withholding, cash payment or otherwise, to make adequate provision for (including), any sums required to satisfy any U.S. for, the federal, state, local and/or and foreign tax or tax...es (including social insurance contribution withholding obligations of the Company or an Affiliate, insurance), if any, which arise in connection required by law to be withheld by any Participating Company with the exercise, vesting or settlement of such Award, as applicable. Accordingly, a Participant may not be able respect to exercise an Award even though or the Award is vested, and the shares acquired pursuant thereto. The Company shall have no obligation to issue deliver shares of Common Stock, to release shares of Stock subject from an escrow established pursuant to an Award, unless and until such obligations are satisfied. (b) Satisfaction of Withholding Obligation. To the extent permitted by the terms of an Award Agreement, or to make any payment in cash under the Plan until the Participating Company may, Group's tax withholding obligations have been satisfied by the Participant. 16.2 Withholding in its sole discretion, satisfy any U.S. federal, state, local and/or foreign tax or social insurance withholding obligation relating Directed Sale of Shares. The Company shall have the right, but not the obligation, to an Award by any of the following means or by a combination of such means: (i) causing the Participant to tender a cash payment; (ii) withholding shares of Common Stock deduct from the shares of Common Stock issued or otherwise issuable to the Participant in connection with the Award; (iii) withholding cash from an Award settled in cash; (iv) withholding payment from any amounts otherwise payable to the Participant; (v) by allowing a Participant to effectuate a "cashless exercise" pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board; or (vi) by such other method as may be set forth in the Award Agreement. (c) No Obligation to Notify or Minimize Taxes; No Liability to Claims. Except as required by Applicable Law the Company has no duty or obligation to any Participant to advise such holder as to the time or manner of exercising such Award. Furthermore, the Company has no duty or obligation to warn or otherwise advise such holder of a pending termination or expiration of an Award or a possible period in which the Award may not be exercised. The Company has no duty or obligation to minimize the tax consequences of an Award to the holder of such Award and will not be liable to any holder of an Award for any adverse tax consequences to such holder in connection with an Award. As a condition to accepting an Award under the Plan, each Participant (i) agrees to not make any claim against the Company, or any of its Officers, Directors, Employees or Affiliates related to tax liabilities arising from such Award or other Company compensation and (ii) acknowledges that such Participant was advised to consult with his or her own personal tax, financial and other legal advisors regarding the tax consequences of the Award and has either done so or knowingly and voluntarily declined to do so. Additionally, each Participant acknowledges any Option or SAR granted under the Plan is exempt from Section 409A only if upon the exercise or strike price is at least equal settlement of an Award, or to accept from the "fair market value" Participant the tender of, a number of the Common whole shares of Stock on the date of grant having a Fair Market Value, as determined by the Internal Revenue Service and there is no other impermissible deferral of compensation associated with the Award. Additionally, as a condition Company, equal to accepting an Option or SAR granted under the Plan, each Participant agrees not make any claim against the Company, all or any of its Officers, Directors, Employees or Affiliates in the event that the Internal Revenue Service asserts that such exercise price or strike price is less than the "fair market value" part of the Common tax withholding obligations of any Participating Company. The Fair Market 36 Value of any shares of Stock on withheld or tendered to satisfy any such tax withholding obligations shall not exceed the date of grant as subsequently amount determined by the Internal Revenue Service. (d) Withholding Indemnification. As applicable minimum statutory withholding rates. The Company may require a condition Participant to accepting direct a broker, upon the vesting, exercise or settlement of an Award under the Plan, in the event that the amount Award, to sell a portion of the Company's and/or its Affiliate's withholding obligation in connection with such shares subject to the Award was greater than the amount actually withheld determined by the Company and/or in its Affiliates, each Participant agrees discretion to indemnify be sufficient to cover the tax withholding obligations of any Participating Company and hold the to remit an amount equal to such tax withholding obligations to such Participating Company and/or its Affiliates harmless from any failure by the Company and/or its Affiliates to withhold the proper amount. in cash. View More
Tax Withholding. As a condition 16.1 Tax Withholding in General. The Company shall have the right to acceptance of deduct from any Award and all payments made under the Plan, a Participant authorizes withholding from or to require the Participant, through payroll and any other amounts payable to such Participant, and otherwise agree withholding, cash 32 payment or otherwise, to make adequate provision for (including), any sums required to satisfy any U.S. for, the federal, state, local and/or and foreign tax or...taxes (including social insurance contribution withholding obligations of the Company or an Affiliate, insurance), if any, which arise in connection required by law to be withheld by any Participating Company with the exercise, vesting or settlement of such Award, as applicable. Accordingly, a Participant may not be able respect to exercise an Award even though or the Award is vested, and the shares acquired pursuant thereto. The Company shall have no obligation to issue deliver shares of Common Stock, to release shares of Stock subject from an escrow established pursuant to an Award, unless and until such obligations are satisfied. (b) Satisfaction of Withholding Obligation. To the extent permitted by the terms of an Award Agreement, or to make any payment in cash under the Plan until the Participating Company may, Group's tax withholding obligations have been satisfied by the Participant. 16.2 Withholding in its sole discretion, satisfy any U.S. federal, state, local and/or foreign tax or social insurance withholding obligation relating Directed Sale of Shares. The Company shall have the right, but not the obligation, to an Award by any of the following means or by a combination of such means: (i) causing the Participant to tender a cash payment; (ii) withholding shares of Common Stock deduct from the shares of Common Stock issued or otherwise issuable to the Participant in connection with the Award; (iii) withholding cash from an Award settled in cash; (iv) withholding payment from any amounts otherwise payable to the Participant; (v) by allowing a Participant to effectuate a "cashless exercise" pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board; or (vi) by such other method as may be set forth in the Award Agreement. (c) No Obligation to Notify or Minimize Taxes; No Liability to Claims. Except as required by Applicable Law the Company has no duty or obligation to any Participant to advise such holder as to the time or manner of exercising such Award. Furthermore, the Company has no duty or obligation to warn or otherwise advise such holder of a pending termination or expiration of an Award or a possible period in which the Award may not be exercised. The Company has no duty or obligation to minimize the tax consequences of an Award to the holder of such Award and will not be liable to any holder of an Award for any adverse tax consequences to such holder in connection with an Award. As a condition to accepting an Award under the Plan, each Participant (i) agrees to not make any claim against the Company, or any of its Officers, Directors, Employees or Affiliates related to tax liabilities arising from such Award or other Company compensation and (ii) acknowledges that such Participant was advised to consult with his or her own personal tax, financial and other legal advisors regarding the tax consequences of the Award and has either done so or knowingly and voluntarily declined to do so. Additionally, each Participant acknowledges any Option or SAR granted under the Plan is exempt from Section 409A only if upon the exercise or strike price is at least equal settlement of an Award, or to accept from the "fair market value" Participant the tender of, a number of the Common whole shares of Stock on the date of grant having a Fair Market Value, as determined by the Internal Revenue Service and there is no other impermissible deferral of compensation associated with the Award. Additionally, as a condition Company, equal to accepting an Option or SAR granted under the Plan, each Participant agrees not make any claim against the Company, all or any of its Officers, Directors, Employees or Affiliates in the event that the Internal Revenue Service asserts that such exercise price or strike price is less than the "fair market value" part of the Common tax withholding obligations of any Participating Company. The Fair Market Value of any shares of Stock on withheld or tendered to satisfy any such tax withholding obligations shall not exceed the date of grant as subsequently amount determined by the Internal Revenue Service. (d) Withholding Indemnification. As applicable minimum statutory withholding rates. The Company may require a condition Participant to accepting direct a broker, upon the vesting, exercise or settlement of an Award under the Plan, in the event that the amount Award, to sell a portion of the Company's and/or its Affiliate's withholding obligation in connection with such shares subject to the Award was greater than the amount actually withheld determined by the Company and/or in its Affiliates, each Participant agrees discretion to indemnify be sufficient to cover the tax withholding obligations of any Participating Company and hold the to remit an amount equal to such tax withholding obligations to such Participating Company and/or its Affiliates harmless from any failure by the Company and/or its Affiliates to withhold the proper amount. in cash. View More
Tax Withholding. As a condition 16.1 Tax Withholding in General. The Company shall have the right to acceptance of deduct from any Award and all payments made under the Plan, a Participant authorizes withholding from or to require the Participant, through payroll and any other amounts payable to such Participant, and otherwise agree withholding, cash payment or otherwise, to make adequate provision for (including), any sums required to satisfy any U.S. for, the federal, state, local and/or and foreign tax or tax...es (including social insurance contribution withholding obligations of the Company or an Affiliate, insurance), if any, which arise in connection required by law to be withheld by any Participating Company with the exercise, vesting or settlement of such Award, as applicable. Accordingly, a Participant may not be able respect to exercise an Award even though or the Award is vested, and the shares acquired pursuant thereto. The Company shall have no obligation to issue deliver shares of Common Stock, to release shares of Stock subject from an escrow established pursuant to an Award, unless and until such obligations are satisfied. (b) Satisfaction of Withholding Obligation. To the extent permitted by the terms of an Award Agreement, or to make any payment in cash under the Plan until the Participating Company may, Group's tax withholding obligations have been satisfied by the Participant. 16.2 Withholding in its sole discretion, satisfy any U.S. federal, state, local and/or foreign tax or social insurance withholding obligation relating Directed Sale of Shares. The Company shall have the right, but not the obligation, to an Award by any of the following means or by a combination of such means: (i) causing the Participant to tender a cash payment; (ii) withholding shares of Common Stock deduct from the shares of Common Stock issued or otherwise issuable to the Participant in connection with the Award; (iii) withholding cash from an Award settled in cash; (iv) withholding payment from any amounts otherwise payable to the Participant; (v) by allowing a Participant to effectuate a "cashless exercise" pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board; or (vi) by such other method as may be set forth in the Award Agreement. (c) No Obligation to Notify or Minimize Taxes; No Liability to Claims. Except as required by Applicable Law the Company has no duty or obligation to any Participant to advise such holder as to the time or manner of exercising such Award. Furthermore, the Company has no duty or obligation to warn or otherwise advise such holder of a pending termination or expiration of an Award or a possible period in which the Award may not be exercised. The Company has no duty or obligation to minimize the tax consequences of an Award to the holder of such Award and will not be liable to any holder of an Award for any adverse tax consequences to such holder in connection with an Award. As a condition to accepting an Award under the Plan, each Participant (i) agrees to not make any claim against the Company, or any of its Officers, Directors, Employees or Affiliates related to tax liabilities arising from such Award or other Company compensation and (ii) acknowledges that such Participant was advised to consult with his or her own personal tax, financial and other legal advisors regarding the tax consequences of the Award and has either done so or knowingly and voluntarily declined to do so. Additionally, each Participant acknowledges any Option or SAR granted under the Plan is exempt from Section 409A only if upon the exercise or strike price is at least equal settlement of an Award, or to accept from the "fair market value" Participant the tender of, a number of the Common whole shares of Stock on the date of grant having a Fair Market Value, as determined by the Internal Revenue Service and there is no other impermissible deferral of compensation associated with the Award. Additionally, as a condition Company, equal to accepting an Option or SAR granted under the Plan, each Participant agrees not make any claim against the Company, all or any of its Officers, Directors, Employees or Affiliates in the event that the Internal Revenue Service asserts that such exercise price or strike price is less than the "fair market value" part of the Common tax withholding obligations of any Participating Company. The Fair Market Value of any shares of Stock on withheld or tendered to satisfy any such tax withholding obligations shall not exceed the date of grant as subsequently amount determined by the Internal Revenue Service. (d) Withholding Indemnification. As applicable minimum statutory withholding rates. The Company may require a condition 33 Participant to accepting direct a broker, upon the vesting, exercise or settlement of an Award under the Plan, in the event that the amount Award, to sell a portion of the Company's and/or its Affiliate's withholding obligation in connection with such shares subject to the Award was greater than the amount actually withheld determined by the Company and/or in its Affiliates, each Participant agrees discretion to indemnify be sufficient to cover the tax withholding obligations of any Participating Company and hold the to remit an amount equal to such tax withholding obligations to such Participating Company and/or its Affiliates harmless from any failure by the Company and/or its Affiliates to withhold the proper amount. in cash. View More
