Tax Withholding Clause Example from Business Contracts

Tax Withholding. 7.1In General. At the time the Notice of Grant is executed, or at any time thereafter as requested by a Participating Company, the Participant hereby authorizes withholding from payroll and any other amounts payable to the Participant, and otherwise agrees to make adequate provision for, any sums required to satisfy the federal, state, local and foreign tax (including any social insurance) withholding obligations of the Participating Company, if any, which arise in connection with the Award, the... vesting of Units or the issuance of shares of Stock in settlement thereof. The Company shall have no obligation to deliver shares of Stock and the Stock shall not be deemed settled until the tax withholding obligations of the Participating Company have been satisfied by the Participant. 7.2Assignment of Sale Proceeds. Subject to compliance with applicable law and the Company's Insider Trading Policy, if permitted by the Company, the Participant may satisfy the Participating Company's tax withholding obligations in accordance with procedures established by the Company providing for delivery by the Participant to the Company or a 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 of Stock being acquired upon settlement of Units. For purposes of clarity, sales made pursuant to a Rule 10b5-1 Plan or a "sale to cover" program approved by the Company shall not be deemed to be a sale that would violate the then applicable Insider Trading Policy of the Company, and as a result, such sales can be utilized by the Participant to satisfy the applicable tax withholding obligations. 7.3Withholding in Stock. The Company shall have the right, but not the obligation, to allow the Participant to satisfy all or any portion of a Participating Company's tax withholding obligations by deducting from the shares of Stock otherwise deliverable to the Participant in settlement of the Award a number of whole shares of Stock having a fair market value, as determined by the Company as of the date on which the tax withholding obligations arise, not in excess of the amount of such tax withholding obligations determined by the applicable minimum statutory withholding rates. View More