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 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, 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 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 Participating Company Group's tax withholding obligations have been satisfied by any of the following means or by a combination of such means: (i) causing Participant. 10.2 Withholding in Shares. The Company shall have the Participant right, but not the obligation, to tender a cash payment; (ii) withholding shares of Common Stock deduct from the shares of Common Stock issued or otherwise issuable to a Participant upon the exercise of an Award, or to accept from 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 tender of, a Participant to effectuate number of whole shares of Stock having 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 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 Participating Company Group. 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 a condition to accepting an Award under the Plan, in the event that the amount of the Company's and/or its Affiliate's applicable minimum statutory 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. rates. View More
Tax Withholding. As a condition 11.1 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 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 Participating Company Group's tax withholding obligations have been satisfied by any of the following means or by a combination of such means: (i) causing Participant. 11.2 Withholding in Shares. The Company shall have the Participant right, but not the 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 Participating Company Group. 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 a condition to accepting an Award under the Plan, in the event that the amount of the Company's and/or its Affiliate's applicable minimum statutory 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. rates. 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, 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 Net Exercise or 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 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 Participating Company Group's tax withholding obligations have been satisfied by any of the following means or by a combination of such means: (i) causing Participant. 10.2 Withholding in Shares. The Company shall have the Participant right, but not the obligation, to tender a cash payment; (ii) withholding shares of Common Stock deduct from the shares of Common Stock issued or otherwise issuable to a Participant upon the exercise of an Award, or to accept from 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 tender of, a Participant to effectuate number of whole shares of Stock having 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 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 Participating Company Group. 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 a condition to accepting an Award under the Plan, in the event that the amount of the Company's and/or its Affiliate's applicable minimum statutory 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. rates. View More
Tax Withholding. As (a) In General. At such time as Participant receives a condition distribution of shares of Stock pursuant to acceptance of this Restricted Stock Unit Agreement, or at any Award under time thereafter as requested by a 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), any sums required to satisfy any U.S. the federal, state, local ...and/or and foreign tax or (including any social insurance contribution insurance) withholding obligations of the Participating Company or an Affiliate, Group, if any, which arise in connection with the exercise, vesting or settlement distribution of such Award, as applicable. Accordingly, a Participant may not be able to exercise an Award even though the Award is vested, and the shares of Stock. The Company shall have no obligation to issue deliver shares of Common Stock subject to an Award, unless and until such the tax withholding obligations are satisfied. (b) Satisfaction of Withholding Obligation. To the extent permitted Participating Company Group have been satisfied by the terms Participant. (b) Withholding in Shares. The Participant may satisfy all or any portion of an Award Agreement, a Participating Company's tax withholding obligations which arise in connection with the issuance of shares of Stock by allowing 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 deducting 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 upon such issuance a Participant to effectuate number of whole shares having 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 Fair Market Value, as determined by the Internal Revenue Service and there is no other impermissible deferral Company as 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 issuance, not in excess of the amount of such tax withholding obligations 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 applicable minimum statutory 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. rates. View More
Tax Withholding. As a condition 15.1 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 social insurance contribution withholding obligations of the Company or an Affiliate, taxes, 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, 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. 15.2 Withholding in its sole discretion, satisfy any U.S. federal, state, local and/or foreign tax or social insurance withholding obligation relating 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 the Participating Company Group. 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 a condition to accepting an Award under the Plan, in the event that the amount of the Company's and/or its Affiliate's applicable minimum statutory 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. rates. View More
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 member of any Award under the Plan, a Participating Company Group, the 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 in...surance contribution insurance) withholding obligations of the Participating Company or an Affiliate, Group, if any, which arise in connection with the exercise, Award, the vesting of Units or the issuance of Shares 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 shares deliver Shares until the tax withholding obligations of Common Stock subject the Participating Company Group 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 Group'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. 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 the Participating Company Group's tax withholding shares of Common Stock obligations by deducting from the shares of Common Stock issued or Shares 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 the Common Stock on the date of grant whole 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, 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 to accepting an Award under the Plan, in the event that the amount of the Company's and/or its Affiliate's applicable minimum statutory 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. rates. View More
Tax Withholding. As a condition 15.1 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 or Net 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 social insurance contribution withholding obligations of the Company or an Affiliate, taxes, 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, 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. 15.2 Withholding in its sole discretion, satisfy any U.S. federal, state, local and/or foreign tax or social insurance withholding obligation relating 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 the Participating Company Group. 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 a condition to accepting an Award under the Plan, in the event that the amount of the Company's and/or its Affiliate's applicable minimum statutory 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. rates. View More
Tax Withholding. As a condition 9.1. 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 -10- and foreign tax o...r taxes (including any social insurance contribution tax), if any, required by law to be withheld by the Participating Company Group with respect to an Award or the Shares or the Cash Award acquired pursuant thereto. 9.2. Tax Withholding and Cash Award. The Company shall have the right, but not the obligation, to deduct from the Cash Award issuable to a Participant upon the vesting of an Award, an amount equal to all or any part of the tax withholding obligations of the Participating 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 Group. The Cash Award withheld 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 such tax or social insurance withholding obligation relating to an Award by any of obligations shall not exceed 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 amount 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 applicable minimum statutory withholding rates. In the event that the Internal Revenue Service asserts that such exercise price or strike price Cash Award is less than not sufficient to cover the "fair market value" tax withholding obligations 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 any Participating Company, the Company and/or its Affiliates, each may require a Participant agrees to indemnify and hold remit an amount equal to such tax withholding obligations to the 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, 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 or Net 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 social insurance contribution withholding obligations of the Company or an Affiliate, taxes, 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, 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 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 the Participating Company Group. 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 a condition to accepting an Award under the Plan, in the event that the amount of the Company's and/or its Affiliate's applicable minimum statutory 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. rates. View More
Tax Withholding. As a condition to acceptance Participant acknowledges that, regardless of any Award under action taken by the Plan, a Company, the ultimate liability for all income tax (including federal, state, local and foreign tax), social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to Participant's participation in the Plan and legally applicable to Participant authorizes withholding from payroll or deemed by the Company in its discretion to be an appro...priate charge to Participant even if legally applicable to the Company ("Tax-Related Items"), is and remains Participant's responsibility. Participant further acknowledges that the Company (a) makes no representations or undertakings regarding the treatment of any other amounts payable Tax-Related Items in connection with any aspect of this Award, including, but not limited to, the grant, vesting or settlement of this Award, the subsequent sale of Shares acquired pursuant to such Participant, settlement and otherwise agree the receipt of any dividends; and (b) does not commit to make adequate provision and is under no obligation to structure the terms of the grant or any aspect of this Award to reduce or eliminate Participant's liability for (including), Tax-Related Items or to achieve any sums 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, Participant acknowledges that the Company may be required to withhold or account for Tax-Related Items in more than one jurisdiction. The Company shall have the right but not the obligation to require the Participant to remit to the Company an amount of cash sufficient to satisfy any U.S. applicable federal, state, state or local and/or foreign income and employment tax or social insurance contribution withholding obligations requirements prior to the delivery of the Shares. If the Company determines to withhold taxes, Participant agrees that the Company may satisfy such withholding by one or an Affiliate, a combination of the following: (1) electing to have the Company withhold from Participant's other cash compensation paid to Participant by the Company; (2) electing to have the Company withhold from proceeds of the sale of Shares acquired upon vesting of the Award, either through a voluntary sale or through a mandatory sale arranged by the Company (on Participant's behalf pursuant to this authorization); or (3) electing to have the Company withhold Shares otherwise issuable upon settlement of the Award. If the obligation for the Tax-Related Items is satisfied by withholding in Shares, the Company will withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates. If the Shares are sold to cover the Tax-Related Items obligations, the Company may use other applicable withholding rates, including maximum applicable rates, in which case Participant will receive a refund of any over-withheld amount in cash and will have no entitlement to the common stock equivalent. Further, if any, which arise the obligation for the 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 stock units underlying this 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 Participant's participation in the Plan. Finally, Participant shall pay to the Company any amount of Tax-Related Items that the Company may be required to withhold or account for as a result of Participant's participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to deliver the Shares or the proceeds from the sale of Shares if Participant fails to comply with his or her obligations in connection with the exercise, vesting or settlement of such Award, Tax-Related Items 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 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, described 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. this section. View More
