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 16.1 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, provincial, local and/or and foreig...n 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 shares of deliver Common Stock subject Shares, to release Common Shares from an Award, unless and until such obligations are satisfied. (b) Satisfaction of Withholding Obligation. To the extent permitted by the terms of escrow established pursuant to 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 payment in cash under the Plan is exempt until the Participating Company Group's tax withholding obligations have been satisfied by the Participant. 16.2 Withholding in or Directed Sale of Shares. The Company shall have the right, but not the obligation, to deduct from Section 409A only if the Common Shares issuable to a Participant 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 whole Common Stock on the date of grant Shares 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 tax withholding obligations of any Participating Company. The Fair Market Value of any Common Stock on Shares 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 13.1. Tax Withholding in General. The Company shall have the right to acceptance of deduct from any Award and all payments made under the Plan, or to require the Participant, through payroll withholding, cash payment or otherwise, including by means of a Participant authorizes withholding from payroll and any other amounts payable to such Participant, and otherwise agree Cashless Exercise of an Option, 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 any social insurance contribution withholding obligations of the Company or an Affiliate, tax), if any, which arise in connection required by law to be withheld by the Participating Company Group 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 or to release shares of Stock from an escrow established pursuant to an Award Agreement until the Participating Company Group's tax withholding obligations have been satisfied by the Participant. 13.2. Withholding in Shares. The Company shall have the right, but not the obligation, to deduct from the shares of Stock issuable to a Participant upon the exercise of an Award, or to accept from the Participant the tender of, a number of whole shares of Stock having a Fair Market Value, as determined by the Company, equal to all or any part of the tax withholding obligations of the Participating Company Group. The Fair Market Value of any shares of Stock withheld or tendered to satisfy any such tax withholding obligations shall not exceed the amount determined by the applicable minimum statutory withholding rates. -16 14. Compliance with Securities Law. The grant of Awards and the issuance of shares of Stock pursuant to any Award shall be subject to compliance with all applicable requirements of federal, state and foreign law with respect to such securities and the requirements of any stock exchange or market system upon which the Stock may then be listed. In addition, no Award may be exercised or shares issued pursuant to an Award, Award unless and until (a) a registration statement under the Securities Act shall at the time of such obligations are satisfied. exercise or issuance be in effect with respect to the shares issuable pursuant to the Award or (b) Satisfaction of Withholding Obligation. To the extent permitted by shares issuable pursuant to the Award may be issued in accordance with the terms of an Award Agreement, applicable exemption from the registration requirements of the Securities Act. The inability of the Company may, to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company's legal counsel to be necessary to the lawful issuance and sale of any shares hereunder shall relieve the Company of any liability 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 respect of the following means failure to issue or by a combination of sell 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 which 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 requisite authority shall 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. have been obtained. As a condition to accepting an Award under issuance of any Stock, the Plan, each Company may require the Participant (i) agrees to not satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any Applicable Law or regulation and to make any claim against the Company, representation 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 warranty 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 respect thereto as determined may be requested 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. Company. 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 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. 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. 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 United States. Any determination by the Company and/or its Affiliates, each Participant agrees with respect to indemnify and hold whether to permit the Company and/or its Affiliates harmless from any failure withholding of shares of Stock to satisfy the tax withholding obligation shall be made by the Company and/or its Affiliates Committee if the Participant is subject to withhold Section 16 of the proper amount. Exchange Act. View More
Tax Withholding. As a condition 17.1 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 to from 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 escrow established pursuant to an Award Agreement,or to make any payment in cash under the Plan until the Participating Company Group's tax withholding obligations have been satisfied by any the Participant. 17.2 Withholding in or Directed Sale of Shares. The Company shall have the following means or by a combination of such means: (i) causing right, but not the Participant obligation, 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 such other rates that will not create an adverse accounting consequence 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 10.1 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 any social insurance contribution withholding obligations of tax), if any, required by law to be withheld by the Company or an Affiliate, if any, which arise in connection 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 subject or to release shares of Stock from 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 escrow established pursuant to an Award Agreement until the Company's tax withholding obligations have been satisfied by any the Participant. 10.2 Withholding in or Directed Sale of Shares. The Company shall have the following means or by a combination of such means: (i) causing right, but not the Participant obligation, 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 vesting 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 the 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 or exercise 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 and hold be sufficient to cover the tax withholding obligations of the Company and/or its Affiliates harmless from any failure by and to remit an amount equal to such tax withholding obligations to 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 the date of grant as subsequently withheld or tendered to satisfy any such tax withholding obligations shall be determined by the Internal Revenue Service. (d) Withholding Indemnification. As Company in accordance with the Company's withholding procedures and considering any 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 Group's tax withholding obligations have been satisfied by the Participant. 36 16.2 Withholding in or Directed Sale of Shares. The Committee shall have the right, but not the obligation, to cause 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 deduct from the shares of Common Stock issued issuable to a Participant upon the exercise or settlement of an Award, or to accept from the Participant the tender of, a number of whole shares of Stock having a Fair Market Value, as determined by the Committee, equal to all or any part of the tax withholding obligations of any Participating Company (provided such shares of Stock are not pledged or otherwise issuable serve as security and the withholding of which would not trigger adverse accounting treatment). The Fair Market Value of any shares of Stock withheld or tendered to satisfy any such tax withholding obligations shall not exceed the amount determined by the maximum statutory rates applicable to the Participant in connection with the Award; applicable jurisdiction(s); provided, however, that such withholding will not exceed the minimum amount required to be withheld, unless (i) an additional amount can be withheld and not result in adverse accounting consequences, (ii) such additional withholding amount is authorized by the Committee, and (iii) withholding cash from an Award settled in cash; (iv) withholding payment from any amounts otherwise payable the total amount withheld does not exceed the Participant's estimated tax obligations attributable to the Participant; (v) by allowing applicable transaction. The Committee may require a Participant to effectuate direct a "cashless exercise" pursuant broker, upon the vesting, exercise or settlement of an Award, to sell a program developed under Regulation T as promulgated by portion of the Federal Reserve Board; or (vi) by such other method as may be set forth in shares subject to 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 Committee in its discretion to be sufficient to cover the tax withholding obligations of any Participating Company and there is no other impermissible deferral of compensation associated with the Award. Additionally, as a condition to accepting remit 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 amount equal to such tax withholding obligations to such Participating Company 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. cash. 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Tax Withholding. As 6.1 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. 6.2 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. The Company may require a Participant to direct a broker, upon the vesting, exercise or settlement of an Award, to sell a portion of the shares subject to the Award determined by the Company in its discretion to be sufficient to cover the tax withholding shares obligations of Common Stock any Participating Company and to remit an amount equal to such tax withholding obligations to such Participating Company in cash. 6.3 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 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 Company as of the date on which the tax withholding obligations arise, not in excess of the amount of such tax withholding obligations determined by the applicable minimum statutory withholding rates. 3 7. RIGHTS AS A STOCKHOLDER, DIRECTOR, EMPLOYEE OR CONSULTANT. The Participant shall have no other impermissible deferral of compensation associated with the Award. Additionally, rights as a condition stockholder with respect to accepting an Option or SAR granted under the Plan, each Participant agrees not make any claim against the Company, or any shares which may be issued in settlement 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 this Award until the date of grant as subsequently determined the issuance of such shares (as evidenced by the Internal Revenue Service. (d) Withholding Indemnification. As appropriate entry on the books of the Company or of a condition duly authorized transfer agent of the Company). No adjustment shall be made for dividends, distributions or other rights for which the record date is prior to accepting an Award under the Plan, date the shares are issued, except as provided in the event that Plan If the amount Participant is an Employee, the Participant understands and acknowledges that, except as otherwise provided in a separate, written employment agreement between a Participating Company and the Participant, the Participant's employment is "at will" and is for no specified term. Nothing in this Agreement shall confer upon the Participant any right to continue in the Service of a Participating Company or interfere in any way with any right of the Company's and/or its Affiliate's withholding obligation in connection with such Award was greater than Participating Company Group to terminate 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 Participant's Service at any failure by the Company and/or its Affiliates to withhold the proper amount. time. 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 Group's tax withholding obligations have been satisfied by the Participant. 16.2 Withholding in or Directed Sale of Shares. The Company shall have the right, but not the obligation, to deduct from the shares of Stock issuable to a Participant upon the exercise or settlement of an Award, or to accept from the Participant the tender of, a number of whole shares of Stock having a Fair Market Value, as determined by the Company, equal to all or any part of the tax withholding obligations of any Participating Company. The Fair Market Value of any shares of Stock withheld or tendered to satisfy any such tax withholding obligations shall not exceed the amount determined by the applicable minimum statutory withholding rates. The Company may require a Participant to direct a broker, upon the vesting, exercise or settlement of an Award, to sell a portion of the shares subject to the Award determined by the Company in its discretion to be sufficient to cover the tax withholding obligations of any Participating Company and to remit an amount equal to such tax withholding obligations to such Participating Company in cash. 31 17.Amendment, Suspension or Termination of Plan. The Committee may amend, suspend or terminate the Plan at any time, provided, however, that no amendment may be adopted which would violate the NASDAQ Listing Rules. No amendment, suspension or termination of the Plan shall affect any then outstanding Award unless expressly provided by the Committee. Except as provided by the next sentence, no amendment, suspension or termination of the Plan may adversely affect any then outstanding Award without the consent of the Participant. Notwithstanding any other provision of the Plan to the contrary, the Committee may, in its sole discretion, satisfy and absolute discretion and without the consent of any U.S. federal, state, local and/or foreign tax Participant, amend the Plan or social insurance withholding obligation relating any Award Agreement, to an take effect retroactively or otherwise, as it deems necessary or advisable for the purpose of conforming the Plan or such Award by Agreement to any of the following means present 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 future law, regulation or otherwise issuable rule applicable 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 Plan, including, but 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 limited to, 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. 409A. View More
