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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.
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Found in
Taysha Gene Therapies, Inc. contract
Variations of a "Tax Withholding" Clause from Business Contracts
Tax Withholding. As a condition to acceptance Regardless 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 action the Company or an Affiliate, if any, which arise the Service Recipient takes with respect to any or all income tax, soci...al insurance, payroll tax, payment on account or other tax-related withholding ("Tax-Related Items"), the Participant acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due or deemed legally due by the Participant is and remains the Participant's responsibility and that the Company and the Service Recipient (i) make 7 no representations nor undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this grant of Units, including the exercise, grant and vesting of Units, subsequent delivery of shares or settlement cash related to such Units or the subsequent sale of any shares acquired pursuant to such Award, as applicable. Accordingly, a Units and receipt of any dividend equivalent payments (if any) and (ii) do not commit to structure the terms or any aspect of this grant of Units to reduce or eliminate the Participant's liability for Tax-Related Items. The Participant may not be able to exercise an Award even though the Award is vested, and shall satisfy Tax-Related Items by having the Company shall have no obligation to issue or the Service Recipient deduct from 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 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 market value" a number of whole shares having a Fair Market Value not in excess of the Common Stock on the date amount of grant as such Tax-Related Items determined by the Internal Revenue maximum applicable statutory withholding rates. Notwithstanding the foregoing, the Committee may instead, upon notice to the Participant, require the Participant to pay the Company or the Service and there is no other impermissible deferral Recipient in cash any amount of compensation associated with Tax-Related Items that the Award. Additionally, Company or the Service Recipient may be required to withhold as a condition to accepting an Option or SAR granted under result of the Plan, each Participant agrees not make any claim against the Company, or any of its Officers, Directors, Employees or Affiliates Participant's participation in the event Plan or the Participant's receipt of Units (including, without limitation, by the Service Recipient withholding such amounts from the Participant's wages, which the Participant hereby authorizes). If the obligation for Tax-Related Items is satisfied by withholding a number of shares as described herein, the Participant understands that he or she will be deemed to have been issued the full number of shares subject to the settled Units, notwithstanding that a number of shares are held back solely for the purpose of paying Tax-Related Items due as a result of the settlement of the Units. Further, if the Participant is subject to tax in more than one jurisdiction, the Participant acknowledges that the Internal Revenue Company and/or the Service asserts that such exercise price Recipient (or former service recipient, as applicable) may be required to withhold or strike price is less account for Tax-Related Items in more 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 one jurisdiction. In the event that the amount of the Company's and/or its Affiliate's withholding obligation in connection with such Award was is greater than the amount actually withheld by of Tax-Related Items, the Company or the Service Recipient may refund the amount of the over-withholding to the Participant (with no entitlement to any Stock equivalent), or alternatively, the Company or the Service Recipient may require the Participant to seek a refund from the applicable tax authorities. In the event that the amount of the withholding is less than the amount of Tax-Related Items, the Participant may be required to pay the under-withheld Tax-Related Items to the Company and/or its Affiliates, each the Service Recipient or directly to the applicable tax authorities. The Company may refuse to deliver the shares if the Participant agrees fails to indemnify comply with the Participant's obligations in connection with Tax-Related Items. The Participant acknowledges and hold understands that the Company and/or its Affiliates harmless from any failure by Participant should consult a tax advisor regarding the Company and/or its Affiliates Participant's tax obligations prior to withhold the proper amount. such settlement or disposition.
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Tax Withholding. As a condition to acceptance Regardless 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 action the Company or an Affiliate, if any, which arise the Service Recipient takes with respect to any or all income tax, soci...al insurance, payroll tax, payment on account or other tax-related withholding ("Tax-Related Items"), the Participant acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due or deemed legally due by the Participant is and remains the Participant's responsibility and that the Company and the Service Recipient (i) make no representations nor undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this grant of Units, including the exercise, grant and vesting of Units, subsequent delivery of shares or settlement cash related to such Units or the subsequent sale of any shares acquired pursuant to such Award, as applicable. Accordingly, a Units and receipt of any dividend equivalent payments (if any) and (ii) do not commit to structure the terms or any aspect of this grant of Units to reduce or eliminate the Participant's liability for Tax-Related Items. The Participant may not be able to exercise an Award even though the Award is vested, and shall satisfy Tax-Related Items by having the Company shall have no obligation to issue or the Service Recipient deduct from 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 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 market value" a number of whole shares having a Fair Market Value not in excess of the Common Stock on the date amount of grant as such Tax-Related Items determined by the Internal Revenue maximum applicable statutory withholding rates. Notwithstanding the foregoing, the Committee may instead, upon notice to the Participant, require the Participant to pay the Company or the Service and there is no other impermissible deferral Recipient in cash any amount of compensation associated with Tax-Related Items that the Award. Additionally, Company or the Service Recipient may be required to withhold as a condition to accepting an Option or SAR granted under result of the Plan, each Participant agrees not make any claim against the Company, or any of its Officers, Directors, Employees or Affiliates Participant's participation in the event Plan or the Participant's receipt of Units (including, without limitation, by the Service Recipient withholding such amounts from the Participant's wages, which the Participant hereby authorizes). If the obligation for Tax-Related Items is satisfied by withholding a number of shares as described herein, the Participant understands that he or she will be deemed to have been issued the full number of shares subject to the settled Units, notwithstanding that a number of shares are held back solely for the purpose of paying Tax-Related Items due as a result of the settlement of the Units. Further, if the Participant is subject to tax in more than one jurisdiction, the Participant acknowledges that the Internal Revenue Company and/or the Service asserts that such exercise price Recipient (or former service recipient, as applicable) may be required to withhold or strike price is less account for Tax-Related Items in more 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 one jurisdiction. In the event that the amount of the Company's and/or its Affiliate's withholding obligation in connection with such Award was is greater than the amount actually withheld by of Tax-Related Items, the Company or the Service Recipient may refund the amount of the over-withholding to the Participant (with no entitlement to any Stock equivalent), or alternatively, the Company or the Service Recipient may require the Participant to seek a refund from the applicable tax authorities. In the event that the amount of the withholding is less than the amount of Tax-Related Items, the Participant may be required to pay the under-withheld Tax-Related Items to the Company and/or its Affiliates, each the Service Recipient or directly to the applicable tax authorities. 7 The Company may refuse to deliver the shares if the Participant agrees fails to indemnify comply with the Participant's obligations in connection with Tax-Related Items. The Participant acknowledges and hold understands that the Company and/or its Affiliates harmless from any failure by Participant should consult a tax advisor regarding the Company and/or its Affiliates Participant's tax obligations prior to withhold the proper amount. such settlement or disposition.
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Tax Withholding. As a condition to acceptance Regardless 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 action the Company or an Affiliate, if any, which arise the Service Recipient takes with respect to any or all income tax, soci...al insurance, payroll tax, payment on account or other tax-related withholding ("Tax-Related Items"), the Participant acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due or deemed legally due by the Participant is and remains the Participant's responsibility and that the Company and the Service Recipient (i) make no representations nor undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this grant of Units, including the exercise, grant and vesting of Units, subsequent delivery of shares or settlement cash related to such Units or the subsequent sale of any shares acquired pursuant to such Award, as applicable. Accordingly, a Units and receipt of any dividend equivalent payments (if any) and (ii) do not commit to structure the terms or any aspect of this grant of Units to reduce or eliminate the Participant's liability for Tax-Related Items. 6 The Participant may not be able to exercise an Award even though the Award is vested, and shall satisfy Tax-Related Items by having the Company shall have no obligation to issue or the Service Recipient deduct from 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 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 market value" a number of whole shares having a Fair Market Value not in excess of the Common Stock on the date amount of grant as such Tax-Related Items determined by the Internal Revenue maximum applicable statutory withholding rates. Notwithstanding the foregoing, the Committee may instead, upon notice to the Participant, require the Participant to pay the Company or the Service and there is no other impermissible deferral Recipient in cash any amount of compensation associated with Tax-Related Items that the Award. Additionally, Company or the Service Recipient may be required to withhold as a condition to accepting an Option or SAR granted under result of the Plan, each Participant agrees not make any claim against the Company, or any of its Officers, Directors, Employees or Affiliates Participant's participation in the event Plan or the Participant's receipt of Units (including, without limitation, by the Service Recipient withholding such amounts from the Participant's wages, which the Participant hereby authorizes). If the obligation for Tax-Related Items is satisfied by withholding a number of shares as described herein, the Participant understands that he or she will be deemed to have been issued the full number of shares subject to the settled Units, notwithstanding that a number of shares are held back solely for the purpose of paying Tax-Related Items due as a result of the settlement of the Units. Further, if the Participant is subject to tax in more than one jurisdiction, the Participant acknowledges that the Internal Revenue Company and/or the Service asserts that such exercise price Recipient (or former service recipient, as applicable) may be required to withhold or strike price is less account for Tax-Related Items in more 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 one jurisdiction. In the event that the amount of the Company's and/or its Affiliate's withholding obligation in connection with such Award was is greater than the amount actually withheld by of Tax-Related Items, the Company or the Service Recipient may refund the amount of the over-withholding to the Participant (with no entitlement to any Stock equivalent), or alternatively, the Company or the Service Recipient may require the Participant to seek a refund from the applicable tax authorities. In the event that the amount of the withholding is less than the amount of Tax-Related Items, the Participant may be required to pay the under-withheld Tax-Related Items to the Company and/or its Affiliates, each the Service Recipient or directly to the applicable tax authorities. The Company may refuse to deliver the shares if the Participant agrees fails to indemnify comply with the Participant's obligations in connection with Tax-Related Items. The Participant acknowledges and hold understands that the Company and/or its Affiliates harmless from any failure by Participant should consult a tax advisor regarding the Company and/or its Affiliates Participant's tax obligations prior to withhold the proper amount. such settlement or disposition.
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Tax Withholding. As a condition to acceptance (a) Responsibility for Taxes. Regardless 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 action taken by the Company with respect to any or an Affiliate, if any, which arise all income t...ax, social insurance, payroll tax, payment on account or other tax-related items related to the Participant's participation in connection with the exercise, vesting or settlement of such Award, as applicable. Accordingly, a Participant may not be able to exercise an Award even though the Award is vested, 2006 SIP 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 legally applicable to the Participant in connection with (the "Tax-Related Items"), 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 the ultimate liability for all Tax-Related Items is and other legal advisors regarding remains the tax consequences of the Award Participant's responsibility 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 may exceed the amount actually withheld by the Company and/or its Affiliates, each Company. The Participant agrees to indemnify and hold further acknowledges that the Company and/or (a) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including but not limited to, the grant, vesting or settlement of the Award, the subsequent sale of Shares acquired pursuant to such settlement, or the receipt of any dividends, and (b) does not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award to reduce or eliminate the Participant's liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant has become subject to tax in more than one jurisdiction between the Date of Award and the date of any relevant taxable or tax withholding event, as applicable, the Participant acknowledges that the Company may be required to withhold or account for Tax-Related Items in more than one jurisdiction. The Company may refuse to issue, deliver or settle the Shares or the proceeds of the sale of Shares if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items. (b) Withholding in Shares. Subject to applicable law, the Company may require the Participant to satisfy Tax-Related Items by deducting from the Shares otherwise deliverable to the Participant in settlement of the Award a number of whole Shares having a fair market value, as defined in the 2006 SIP, as of the date on which the Tax-Related Items arise, not in excess of the amount of such Tax-Related Items. To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. For tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested Award, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Participant's participation in the 2006 SIP. (c) Alternative Withholding Methods. The Company may satisfy its Affiliates harmless obligations for Tax-Related Items by: (i) withholding from any failure the Participant's cash compensation or fees paid to the Participant by the Company; or (ii) withholding from proceeds of the sale of Shares acquired upon vesting or settlement of the Award either through a voluntary sale or through a mandatory sale arranged by the Company and/or its Affiliates (on the Participant's behalf pursuant to withhold the proper amount. this authorization).
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Found in
D. R. Horton contract
Tax Withholding. As a condition to acceptance a.Responsibility for Taxes. Participant acknowledges that, regardless of any Award under action taken by the Plan, a Participant authorizes withholding from payroll Company or, if different, Participant's employer (the "Employer"), the ultimate liability for all Tax-Related Items is and any other amounts payable to such Participant, remains Participant's responsibility 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 may exceed the amount, if any, actually withheld by the Company or an Affiliate, if any, which arise the Employer. Participant further acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the exercise, Restricted Stock Units, including, but not limited to, the grant, vesting or settlement of the Restricted Stock Units, the subsequent sale of Shares acquired pursuant to such Award, as applicable. Accordingly, a Participant may not be able to exercise an Award even though the Award is vested, settlement and the Company shall have receipt of any dividends; and (ii) do not commit to and are under 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 structure the terms of an Award Agreement, the grant or any aspect of the Restricted Stock Units to reduce or eliminate Participant's liability for Tax-Related Items or achieve any particular tax result. Further, if Participant is subject to Tax-Related Items in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges that the Company may, and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, Participant authorizes the Company or its sole agents, at their discretion, to satisfy any U.S. federal, state, local and/or foreign tax withholding obligations with regard to all Tax-Related Items by one 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 following: i.withholding from Participant's wages or other cash compensation payable to Participant by the Company or the Employer; ii.requiring Participant to tender a cash payment; (ii) withholding shares payment to the Company or the Employer; iii.withholding from proceeds of Common the sale of Shares to be issued upon vesting of the Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on Participant's behalf pursuant to this authorization without further consent); iv.withholding Shares from the shares of Common Stock those Shares to be issued or otherwise issuable to Participant upon vesting of the Restricted Stock Units; and v.any other method acceptable to the Company and permitted under the Plan and Applicable Laws. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including up to the maximum applicable rate for Participant's jurisdiction(s), in which case Participant may receive a refund of any over-withheld amount in cash and will have no entitlement to the Share equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, Participant is deemed to have been issued the full number of Shares subject to the vested Restricted Stock Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. The Company may refuse to issue or deliver the shares or the proceeds of the sale of Shares if Participant fails to comply with Participant's obligations in connection with the Award; (iii) Tax-Related Items. A-2 Exhibit 10.7b.Tax Withholding Arising Prior to Settlement. A portion of the Restricted Stock Units automatically and with no exercise of discretion by the Committee shall fully vest in an amount necessary to satisfy any Tax-Related Items withholding cash obligation that may arise prior to settlement of the Shares underlying the Restricted Stock Units. Accordingly, the Company will have the right (but not the obligation) to withhold from an Award settled in cash; (iv) withholding payment from any amounts otherwise payable Participant those Shares or to sell shares on Participant's behalf that vest pursuant to the Participant; (v) by allowing preceding sentence to satisfy any Tax-Related Items withholding obligation. Further, if Participant is a Participant U.S. taxpayer and a portion of the Shares subject to effectuate a "cashless exercise" pursuant the Restricted Stock Units will be withheld 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 satisfy any Tax-Related Items withholding liability prior to Notify or Minimize Taxes; No Liability to Claims. Except as required by Applicable Law the Company has no duty or obligation settlement of Restricted Stock Units with respect to any Participant portion of the Restricted Stock Unit considered deferred compensation subject to advise such holder as Section 409A, then the number of Shares withheld or sold on Participant's behalf shall not exceed an amount equal in value 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 Tax-Related Items 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. liability.
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Arlo Technologies, Inc. contract
Tax Withholding. As a condition to acceptance a.Responsibility for Taxes. Participant acknowledges that, regardless of any Award under action taken by the Plan, a Participant authorizes withholding from payroll Company or, if different, Participant's employer (the "Employer"), the ultimate liability for all Tax-Related Items is and any other amounts payable to such Participant, remains Participant's responsibility 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 may exceed the amount, if any, actually withheld by the Company or an Affiliate, if any, which arise the Employer. Participant further acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the exercise, Restricted Stock Units, including, but not limited to, the grant, vesting or settlement of the Restricted Stock Units, the subsequent sale of Shares acquired pursuant to such Award, as applicable. Accordingly, a Participant may not be able to exercise an Award even though the Award is vested, settlement and the Company shall have receipt of any dividends; and (ii) do not commit to and are under 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 structure the terms of an Award Agreement, the grant or any aspect of the Restricted Stock Units to reduce or eliminate Participant's liability for Tax-Related Items or achieve any particular tax result. Further, if Participant is subject to Tax-Related Items in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges that the Company may, and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, Participant authorizes the Company or its sole agents, at their discretion, to satisfy any U.S. federal, state, local and/or foreign tax withholding obligations with regard to all Tax-Related Items by one 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 following: i.withholding from Participant's wages or other cash compensation payable to Participant by the Company or the Employer; ii.requiring Participant to tender a cash payment; (ii) withholding shares payment to the Company or the Employer; iii.withholding from proceeds of Common the sale of Shares to be issued upon vesting of the Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on Participant's behalf pursuant to this authorization without further consent); iv.withholding Shares from the shares of Common Stock those Shares to be issued or otherwise issuable to Participant upon vesting of the Restricted Stock Units; and v.any other method acceptable to the Company and permitted under the Plan and Applicable Laws. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including up to the maximum applicable rate for Participant's jurisdiction(s), in which case Participant may receive a refund of any over-withheld amount in cash and will have no entitlement to the Share equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, Participant is deemed to have been issued the full number of Shares subject to the vested Restricted Stock Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. The Company may refuse to issue or deliver the shares or the proceeds of the sale of Shares if Participant fails to comply with Participant's obligations in connection with the Award; (iii) Tax-Related Items. A-2 Exhibit 10.6b.Tax Withholding Arising Prior to Settlement. A portion of the Restricted Stock Units automatically and with no exercise of discretion by the Committee shall fully vest in an amount necessary to satisfy any Tax-Related Items withholding cash obligation that may arise prior to settlement of the Shares underlying the Restricted Stock Units. Accordingly, the Company will have the right (but not the obligation) to withhold from an Award settled in cash; (iv) withholding payment from any amounts otherwise payable Participant those Shares or to sell shares on Participant's behalf that vest pursuant to the Participant; (v) by allowing preceding sentence to satisfy any Tax-Related Items withholding obligation. Further, if Participant is a Participant U.S. taxpayer and a portion of the Shares subject to effectuate a "cashless exercise" pursuant the Restricted Stock Units will be withheld 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 satisfy any Tax-Related Items withholding liability prior to Notify or Minimize Taxes; No Liability to Claims. Except as required by Applicable Law the Company has no duty or obligation settlement of Restricted Stock Units with respect to any Participant portion of the Restricted Stock Unit considered deferred compensation subject to advise such holder as Section 409A, then the number of Shares withheld or sold on Participant's behalf shall not exceed an amount equal in value 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 Tax-Related Items 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. liability.
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Arlo Technologies, Inc. contract
Tax Withholding. As a condition Concurrently with the exercise of an Option, the Participant must pay to acceptance of the Company any Award under amount that 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 Company determines it is required to satisfy any U.S. withhold under applicable federal, state, state or local and/or or foreign tax or social insurance contribution withhold...ing obligations laws in respect of the Company exercise or an Affiliate, if any, which arise in connection with the exercise, vesting or settlement transfer of such Award, as applicable. Accordingly, 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 in connection therewith ("Withholding Taxes"). The Company, in its sole and absolute discretion, may require the Participant to an Award, unless and until such obligations are satisfied. (b) Satisfaction of Withholding Obligation. To make payment: (i) in cash or by check or wire transfer (or any combination thereof), (ii) to the extent permitted by applicable law, by delivery of a notice that the terms Participant has placed a market sell order with a broker with respect to shares of an Award Agreement, Common Stock then issuable upon exercise of the Options being so exercised, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Withholding Taxes; provided, that payment of such proceeds is then made to the Company upon settlement of such sale, or (iii) through withholding a number of shares of Common Stock issuable upon exercise of the Option; and provided, further, that the Committee may, in its sole discretion, satisfy any U.S. federal, state, local and/or foreign tax or social insurance direct that such withholding obligation be satisfied by any other method described in Section 14 of the Plan.11. Notice. Every notice or other communication relating to an Award this Option Agreement between the Company and the Participant shall be in writing, and shall be mailed to or delivered to the party for whom it is intended at such address as may from time to time be designated by any of such party in a notice mailed or delivered to the following means other party as herein provided; provided, that, unless and until some other address be so designated, all notices or communications by a combination of such means: (i) causing the Participant to tender a cash payment; (ii) withholding shares the Company shall be mailed or delivered to the Company at its principal executive office, to the attention of Common Stock from the shares of Common Stock issued Company's Compensation Department, and all notices or otherwise issuable communications by the Company to the Participant may be given to the Participant personally or may be mailed to the Participant at the Participant's last known 41001245.2 address, as reflected in connection the Company's records. Notwithstanding the above, all notices and communications between the Participant and any third-party plan administrator shall be mailed, delivered, transmitted or sent in accordance with the Award; (iii) withholding cash from an Award settled in cash; (iv) withholding payment from any amounts otherwise payable procedures established by such third-party plan administrator and communicated to the Participant; (v) by allowing a Participant from time 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. time.
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Tax Withholding. As a condition Concurrently with the exercise of an Option, the Participant must pay to acceptance of the Company any Award under amount that 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 Company determines it is required to satisfy any U.S. withhold under applicable federal, state, state or local and/or or foreign tax or social insurance contribution withhold...ing obligations laws in respect of the Company exercise or an Affiliate, if any, which arise in connection with the exercise, vesting or settlement transfer of such Award, as applicable. Accordingly, 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 in connection therewith ("Withholding Taxes"). The Company, in its sole and absolute discretion, may require the Participant to an Award, unless and until such obligations are satisfied. (b) Satisfaction of Withholding Obligation. To make payment: (i) in cash or by check or wire transfer (or any combination thereof), (ii) to the extent permitted by applicable law, by delivery of a notice that the terms Participant has placed a market sell order with a broker with respect to shares of an Award Agreement, Common Stock then issuable upon exercise of the Options being so exercised, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Withholding Taxes; provided, that payment of such proceeds is then made to the Company upon settlement of such sale, or (iii) through withholding a number of shares of Common Stock issuable upon exercise of the Option; and provided, further, that the Committee may, in its sole discretion, satisfy any U.S. federal, state, local and/or foreign tax or social insurance direct that such withholding obligation be satisfied by any other method described in Section 14 of the Plan.11. Notice. Every notice or other communication relating to an Award this Option Agreement between the Company and the Participant shall be in writing, and shall be mailed to or delivered to the party for whom it is intended at such address as may from time to time be designated by any of such party in a notice mailed or delivered to the following means other party as herein provided; provided, that, unless and until some other address be so designated, all notices or communications by a combination of such means: (i) causing the Participant to tender a cash payment; (ii) withholding shares the Company shall be 31001243.3 mailed or delivered to the Company at its principal executive office, to the attention of Common Stock from the shares of Common Stock issued Company's Compensation Department, and all notices or otherwise issuable communications by the Company to the Participant may be given to the Participant personally or may be mailed to the Participant at the Participant's last known address, as reflected in connection the Company's records. Notwithstanding the above, all notices and communications between the Participant and any third-party plan administrator shall be mailed, delivered, transmitted or sent in accordance with the Award; (iii) withholding cash from an Award settled in cash; (iv) withholding payment from any amounts otherwise payable procedures established by such third-party plan administrator and communicated to the Participant; (v) by allowing a Participant from time 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. time.
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Tax Withholding. As The provisions of Section 14(d)(i) of the Plan are incorporated herein by reference and made a condition part hereof. The Participant shall satisfy such Participant's withholding liability, if any, referred to acceptance in Section 14(d)(i) of the Plan by having the Company withhold from the number of shares of Common Stock otherwise issuable or deliverable pursuant to the settlement of the Deferred Stock Units and the related dividend equivalents a number of shares with a Fair Market Value, ...on the date that the Deferred Stock Units are settled, equal to such withholding liability; provided, that the number of such shares may not have a Fair Market Value greater than the minimum required statutory withholding liability unless determined by the Committee not to result in adverse accounting consequences. Notwithstanding the foregoing, the Participant acknowledges and agrees that to the extent consistent with applicable law and the Participant's status as an independent consultant for U.S. federal income tax purposes, the Company does not intend to withhold any Award amounts as federal income tax withholdings under the Plan, a Participant authorizes withholding from payroll and any other amounts payable to such Participant, state or federal laws, and otherwise agree the Participant hereby agrees to make adequate provision for (including), any sums required to satisfy any U.S. all applicable federal, state, local and/or and foreign tax or social insurance contribution withholding obligations of the Company or an Affiliate, if any, which may arise in connection with the exercise, vesting grant of Deferred Stock Units and the related dividend equivalents. 3 9. Notice. Every notice or settlement of other communication relating to this Deferred Stock Unit Agreement between the Company and the Participant shall be in writing, and shall be mailed to or delivered to the party for whom it is intended at such Award, address as applicable. Accordingly, may from time to time be designated by such party in a notice mailed or delivered to the other party as herein provided; provided, that unless and until some other address be so designated, all notices or communications by the Participant may not be able to exercise an Award even though the Award is vested, and the Company shall have no obligation be mailed or delivered to issue shares the Company at its principal executive office, to the attention of Common Stock subject to an Award, unless the Company's General Counsel, and until such obligations are satisfied. (b) Satisfaction of Withholding Obligation. To the extent permitted all notices or communications 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 may be given to the Participant personally or may be mailed to the Participant at the Participant's last known address, as reflected in connection the Company's records. Notwithstanding the above, all notices and communications between the Participant and any third-party plan administrator shall be mailed, delivered, transmitted or sent in accordance with the Award; (iii) withholding cash from an Award settled in cash; (iv) withholding payment from any amounts otherwise payable procedures established by such third-party plan administrator and communicated to the Participant; (v) by allowing a Participant from time 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. time.
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Performance Food Group Co contract
Tax Withholding. As a condition to acceptance of any Award under the Plan, a (a) 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 shall be required to satisfy any U.S. federal, state, local and/or foreign tax or social insurance contribution withholding obligations of pay to the Company or one or more of its Affiliates, as applicable, an Affiliate, if any, which arise amount in connection ...cash (by check or wire transfer) equal to the aggregate amount of any income, employment and/or other applicable taxes that are statutorily required to be withheld in respect of a Stock Award. Alternatively, the Company or any of its Affiliates may elect, in its sole discretion, to satisfy this requirement by withholding such amount from any cash compensation or other cash amounts owing to a Participant. (b) Without limiting the generality of Section 14(a) of the Plan, the Committee may (but is not obligated to), in its sole discretion, in a Stock Award Agreement or otherwise, permit or require a Participant to satisfy, all or any portion of the minimum income, employment and/or other applicable taxes that are statutorily required to be withheld with respect to a Stock Award by (i) the delivery of shares of Class C Common Stock (which are not subject to any pledge or other security interest) that have been both held by the Participant and vested for at least six (6) months (or such other period as established from time to time by the Committee in order to avoid 16 adverse accounting treatment under applicable accounting standards) having an aggregate Fair Market Value equal to such minimum statutorily required withholding liability (or portion thereof); or (ii) having the Company withhold from the shares of Class C Common Stock otherwise issuable or deliverable to, or that would otherwise be retained by, the Participant upon the grant, exercise, vesting or settlement of such the Stock Award, as applicable. Accordingly, applicable, a Participant may number of shares of Class C Common Stock with an aggregate Fair Market Value equal to an amount, subject to Section 14(c) of the Plan below, not be able in excess of such minimum statutorily required withholding liability (or portion thereof). (c) The Committee, subject to exercise an its having considered the applicable accounting impact of any such determination, has full discretion to allow Participants to satisfy, in whole or in part, any additional income, employment and/or other applicable taxes payable by them with respect to a Stock Award even though the Award is vested, and by electing to have 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 withhold from the shares of the Class C 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 or deliverable to, or that would otherwise payable to the Participant; (v) by allowing be retained by, a Participant to effectuate a "cashless exercise" pursuant to a program developed under Regulation T as promulgated by upon the Federal Reserve Board; grant, exercise, vesting 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 market value" Stock Award, as applicable, shares of the Class C Common Stock on the date of grant as determined by the Internal Revenue Service and there having an aggregate Fair Market Value that 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 applicable minimum required statutory withholding liability (but such withholding may in no event be in excess of 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. maximum statutory withholding amount(s) in a Participant's relevant tax jurisdictions).
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Dell Technologies Inc contract
