Tax Withholding Clause Example with 11 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. The Company shall have the right to require the Holder to satisfy any Withholding Taxes resulting from the exercise (in whole or in part) of the Stock Option, the issuance or transfer of any Shares upon exercise of the Stock Option or otherwise in connection with the Award at the time such Withholding Taxes become due. The Company shall determine the method or methods the Holder may use to satisfy any Withholding Taxes contemplated by this Section 5, which may include any of the following: (a) b...y delivery to the Company of a bank check or certified check or wire transfer of immediately available funds; (b) if securities of the Company of the same class as the Shares are then traded or quoted on a national securities exchange, the Nasdaq Stock Market, Inc. or a national quotation system sponsored by the National Association of Securities Dealers, Inc., through the delivery of irrevocable written instructions, in a form acceptable to the Company, to the Equity Account Administrator (or, with the Company's consent, such other brokerage firm as may be requested by the person exercising the Stock Option) to sell some or all of the Shares being purchased upon such exercise and to thereafter deliver promptly to the Company from the proceeds of such sale an amount in cash equal to the aggregate amount of such Withholding Taxes; (c) by tendering previously owned shares (valued at their Market Value per Share as of the date of tender); (d) through the withholding of Shares otherwise deliverable upon exercise; or (e) by any combination of (a), (b), (c) or (d) above. Notwithstanding anything to the contrary contained herein, any entity in the Company Group shall have the right to ensure that all Withholding Taxes contemplated by this Section 5 are satisfied by (i) withholding from the Holder's compensation, (ii) withholding Shares otherwise then deliverable (in which case the Holder will be deemed to have been issued the full number of Shares purchased upon exercise of the Stock A-5 Option), and (iii) arranging for the sale, on the Holder's behalf, of Shares otherwise then deliverable. The Company shall have no obligation to deliver any Shares upon exercise of the Stock Option unless and until all Withholding Taxes contemplated by this Section 5 have been satisfied.View More
Variations of a "Tax Withholding" Clause from Business Contracts
Tax Withholding. The Company shall have the right to require the Holder Grantee to satisfy any Withholding Taxes resulting from the exercise (in whole or in part) vesting of the Stock Option, any Restricted Share Units, the issuance or transfer of any Vested Shares upon exercise of the Stock Option or otherwise in connection with the Award at the time such Withholding Taxes become due. The Company shall determine the method or methods the Holder Grantee may use to satisfy any Withholding Taxes contemplated by th...is Section 5, 4, which may include any of the following: (a) by delivery to the Company of a bank check or certified check or wire transfer of immediately available funds; (b) if securities of the Company of the same class as the Shares are then traded or quoted on a national securities exchange, the Nasdaq Stock Market, Inc. or a national quotation system sponsored by the National Association of Securities Dealers, Inc., through the delivery of irrevocable written instructions, in a form acceptable to the Company, to the Equity Account Administrator (or, with the Company's consent, such other brokerage firm as may be requested by the person exercising the Stock Option) to sell some or all of the Shares being purchased upon such exercise and to thereafter deliver promptly to that the Company from the proceeds of such sale an amount in cash withhold Vested Shares A-3 otherwise then deliverable having a value equal to the aggregate amount of the Withholding Taxes (valued in the same manner used in computing the amount of such Withholding Taxes; Taxes); or (c) by tendering previously owned shares (valued at their Market Value per Share as of the date of tender); (d) through the withholding of Shares otherwise deliverable upon exercise; or (e) by any combination of (a), (b), (c) or (d) (a) and (b) above. Notwithstanding anything to the contrary contained herein, any entity in (i) the Company Group or any of its subsidiaries or affiliates shall have the right to ensure that all withhold from Grantee's compensation any Withholding Taxes contemplated by this Section 5 are satisfied by (i) withholding from 4 and (ii) the Holder's compensation, (ii) withholding Shares otherwise then deliverable (in which case the Holder will be deemed to have been issued the full number of Shares purchased upon exercise of the Stock A-5 Option), and (iii) arranging for the sale, on the Holder's behalf, of Shares otherwise then deliverable. The Company shall have no obligation to deliver any Vested Shares upon exercise of the Stock Option unless and until all Withholding Taxes contemplated by this Section 5 4 have been satisfied. View More
Tax Withholding. The Company shall have the right to require the Holder Grantee to satisfy any Withholding Taxes resulting from the exercise (in whole or in part) vesting of the Stock Option, any Restricted Share Units, the issuance or transfer of any Vested Shares upon exercise of the Stock Option or otherwise in connection with the Award at the time such Withholding Taxes become due. The Company shall determine the method or methods the Holder Grantee may use to satisfy any Withholding Taxes contemplated by th...is Section 5, 4, which may include any of the following: (a) by delivery to the Company of a bank check or certified check or wire transfer of immediately available funds; (b) if securities of the Company of the same class as the Shares are then traded or quoted on a national securities exchange, the Nasdaq Stock Market, Inc. or a national quotation system sponsored by the National Association of Securities Dealers, Inc., through the delivery of irrevocable written instructions, in a form acceptable to the Company, to the Equity Account Administrator (or, with the Company's consent, such other brokerage firm as may be requested by the person exercising the Stock Option) to sell some or all of the Shares being purchased upon such exercise and to thereafter deliver promptly to that the Company from the proceeds of such sale an amount in cash withhold Vested Shares otherwise then deliverable having a value equal to the aggregate amount of the Withholding Taxes (valued in the same manner used in computing the amount of such Withholding Taxes; Taxes); or (c) by tendering previously owned shares (valued at their Market Value per Share as of the date of tender); (d) through the withholding of Shares otherwise deliverable upon exercise; or (e) by any combination of (a), (b), (c) or (d) (a) and (b) above. Notwithstanding anything to the contrary contained herein, any entity in (i) the Company Group or any of its subsidiaries or affiliates shall have the right to ensure that all withhold from Grantee's compensation any Withholding Taxes contemplated by this Section 5 are satisfied by (i) withholding from 4 and (ii) the Holder's compensation, (ii) withholding Shares otherwise then deliverable (in which case the Holder will be deemed to have been issued the full number of Shares purchased upon exercise of the Stock A-5 Option), and (iii) arranging for the sale, on the Holder's behalf, of Shares otherwise then deliverable. The Company shall have no obligation to deliver any Vested Shares upon exercise of the Stock Option unless and until all Withholding Taxes contemplated by this Section 5 4 have been satisfied. View More
Tax Withholding. The Company shall have the right to require the Holder Grantee to satisfy any Withholding Taxes resulting from the exercise (in whole or in part) vesting of the Stock Option, any Restricted Share Units, the issuance or transfer of any Vested Shares upon exercise of the Stock Option or otherwise in connection with the Award at the time such Withholding Taxes become due. The Company shall determine the method or methods the Holder Grantee may use to satisfy any Withholding Taxes contemplated by th...is Section 5, 4, which may include A-3 any of the following: (a) by delivery to the Company of a bank check or certified check or wire transfer of immediately available funds; (b) through the delivery of irrevocable written instructions, in a form acceptable to the Company, that the Company withhold Vested Shares otherwise then deliverable having a value equal to the aggregate amount of the Withholding Taxes (valued in the same manner used in computing the amount of such Withholding Taxes); (c) if securities of the Company of the same class as the Vested Shares are then traded or quoted on a national securities exchange, the Nasdaq Stock Market, Inc. or a national quotation system sponsored by the National Association of Securities Dealers, Inc., through the delivery of irrevocable written instructions, in a form acceptable to the Company, to the Equity Account Administrator (or, with the Company's consent, such other brokerage firm as may be requested by the person exercising the Stock Option) Grantee) to sell some or all of the Vested Shares being purchased upon such exercise and to thereafter deliver promptly to the Company from the proceeds of such sale an amount in cash equal to the aggregate amount of such Withholding Taxes; (c) by tendering previously owned shares (valued at their Market Value per Share as of the date of tender); or (d) through the withholding of Shares otherwise deliverable upon exercise; or (e) by any combination of (a), (b), (b) and (c) or (d) above. Notwithstanding anything to the contrary contained herein, any entity in the Company Group shall have the right to ensure that all Withholding Taxes contemplated by this Section 5 4 are satisfied by (i) withholding from the Holder's Grantee's compensation, (ii) withholding Vested Shares otherwise then deliverable (in which case the Holder Grantee will be deemed to have been issued the full number of Shares purchased upon exercise of the Stock A-5 Option), Vested Shares), and (iii) arranging for the sale, on the Holder's Grantee's behalf, of Vested Shares otherwise then deliverable. The Company shall have no obligation to deliver any Vested Shares upon exercise of the Stock Option unless and until all Withholding Taxes contemplated by this Section 5 4 have been satisfied. View More
Tax Withholding. The Company shall have the right to require the Holder Grantee to satisfy any Withholding Taxes resulting from the exercise (in whole or in part) vesting of the Stock Option, any Restricted Share Units, the issuance or transfer of any Vested Shares upon exercise of the Stock Option or otherwise in connection with the Award at the time such Withholding Taxes become due. The Company shall determine the method or methods the Holder Grantee may use to satisfy any Withholding Taxes contemplated by th...is Section 5, 4, which may include any of the following: (a) by delivery to the Company of a bank check or certified check or wire transfer of immediately available funds; (b) through the delivery of irrevocable written instructions, in a form acceptable to the Company, that the Company withhold Vested Shares otherwise then deliverable having a value equal to the aggregate amount of the Withholding Taxes (valued in the same manner used in computing the amount of such Withholding Taxes); (c) if securities of the Company of the same class as the Vested Shares are then traded or quoted on a national securities exchange, the Nasdaq Stock Market, Inc. or a national quotation system sponsored by the National Association of Securities Dealers, Inc., through the delivery of irrevocable written instructions, in a form acceptable to the Company, to the Equity Account Administrator (or, with the Company's consent, such other brokerage firm as may be requested by the person exercising the Stock Option) Grantee) to sell some or all of the Vested Shares being purchased upon such exercise and to thereafter deliver promptly to the Company from the proceeds of such sale an amount in cash equal to the aggregate amount of such Withholding Taxes; (c) by tendering previously owned shares (valued at their Market Value per Share as of the date of tender); or (d) through the withholding of Shares otherwise deliverable upon exercise; or (e) by any combination of (a), (b), (b) and (c) or (d) above. Notwithstanding anything to the contrary contained herein, any entity in the Company Group shall have the right to ensure that all Withholding Taxes contemplated by this Section 5 4 are satisfied by (i) withholding from the Holder's compensation, any compensation paid to Grantee, (ii) withholding Vested Shares otherwise then deliverable (in which case the Holder Grantee will be deemed to have been issued the full number of Shares purchased upon exercise of the Stock A-5 Option), Vested Shares), and (iii) arranging for the sale, on the Holder's Grantee's behalf, of Vested Shares otherwise then deliverable. The Company shall have no obligation to deliver any Vested Shares upon exercise of the Stock Option unless and until all Withholding Taxes contemplated by this Section 5 4 have been satisfied. View More
Tax Withholding. The Company shall have the right to require the Holder Grantee to satisfy any Withholding Taxes resulting from the exercise (in whole or in part) vesting of the Stock Option, any Performance Share Units, the issuance or transfer of any Vested Shares upon exercise of the Stock Option or otherwise in connection with the Award at the time such Withholding Taxes become due. The Company shall determine the method or methods the Holder Grantee may use to satisfy any Withholding Taxes contemplated by t...his Section 5, 4, which may include any of the following: (a) by delivery to the Company of a bank check or certified check or wire transfer of immediately available funds; (b) through the delivery of irrevocable written instructions, in a form acceptable to the Company, that the Company withhold Vested Shares otherwise then deliverable having a value equal to the aggregate amount of the Withholding Taxes (valued in the same manner used in computing the amount of such Withholding Taxes); (c) if securities of the Company of the same class as the Vested Shares are then traded or quoted on a national securities exchange, the Nasdaq Stock Market, Inc. or a national quotation system sponsored by the National Association of Securities Dealers, Inc., through the delivery of irrevocable written instructions, in a form acceptable to the Company, to the Equity Account Administrator (or, with the Company's consent, such other brokerage firm as may be requested by the person exercising the Stock Option) Grantee) to sell some or all of the Vested Shares being purchased upon such exercise and to thereafter deliver promptly to the Company from the proceeds of such sale an amount in cash equal to the aggregate amount of such Withholding Taxes; (c) by tendering previously owned shares (valued at their Market Value per Share as of the date of tender); or (d) through the withholding of Shares otherwise deliverable upon exercise; or (e) by any combination of (a), (b), (b) and (c) or (d) above. Notwithstanding A-3 anything to the contrary contained herein, any entity in the Company Group shall have the right to ensure that all Withholding Taxes contemplated by this Section 5 4 are satisfied by (i) withholding from the Holder's Grantee's compensation, (ii) withholding Vested Shares otherwise then deliverable (in which case the Holder Grantee will be deemed to have been issued the full number of Shares purchased upon exercise of the Stock A-5 Option), Vested Shares), and (iii) arranging for the sale, on the Holder's Grantee's behalf, of Vested Shares otherwise then deliverable. The Company shall have no obligation to deliver any Vested Shares upon exercise of the Stock Option unless and until all Withholding Taxes contemplated by this Section 5 4 have been satisfied. View More
Tax Withholding. (a) Regardless of any action the Company or the Employer takes with respect to any Withholding Taxes related to the Holder's participation in the Plan and legally applicable to the Holder, the Holder acknowledges that the ultimate liability for all Withholding Taxes is and remains the Holder's responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. The Holder further acknowledges that the Company and/or the Employer (A) make no representations or under...takings regarding the treatment of any Withholding Taxes in connection with any aspect of the Stock Option, including, without limitation, the grant, vesting or exercise of the Stock Option, the subsequent sale of Shares acquired pursuant to such exercise and the receipt of any dividends; and (B) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Stock Option to reduce or eliminate the Holder's liability for Withholding Taxes or achieve any particular tax result. Further, if the Holder is subject to tax in more than one jurisdiction, the Holder acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Withholding Taxes in more than one jurisdiction. The Company shall have no obligation to deliver any Shares upon exercise of the right to require Stock Option unless and until all Withholding Taxes contemplated by this Section 5 have been satisfied. (b) The Company shall determine the method or methods the Holder may use to satisfy any Withholding Taxes resulting from the exercise (in whole or in part) of the Stock Option, the issuance or transfer of any Shares upon exercise of the Stock Option or otherwise in connection with the Award at the time such Withholding Taxes become due. The Company shall determine the method or methods the Holder may use to satisfy any Withholding Taxes contemplated by this Section 5, due, which may include any of the following: (a) (i) by delivery to the Company of a bank check or certified check or wire transfer of immediately available funds; (b) (ii) if securities of the Company of the same class as the Shares are then traded or quoted on a national securities exchange, the Nasdaq Stock Market, Inc. or a national quotation system sponsored by the National Association of Securities Dealers, Inc., through the delivery of irrevocable written instructions, in a form acceptable to the Company, to the Equity Account Administrator (or, with the Company's consent, such other brokerage firm as may be requested by the person exercising the Stock Option) to sell some or all of the Shares being purchased upon such exercise and to thereafter deliver promptly to the Company from the proceeds of such sale an amount in cash equal to the aggregate amount of such Withholding Taxes; (c) by tendering previously owned shares (valued at their Market Value per Share as of the date of tender); (d) (iii) through the withholding of Shares otherwise deliverable upon exercise; or (e) (iv) by any combination of (a), (b), (c) (i), (ii) or (d) (iii) above. Notwithstanding anything to the contrary contained herein, Further, any entity in the Company Group shall have the right to ensure that all require the Holder to satisfy any Withholding Taxes contemplated by this Section 5 are satisfied by (i) any of the aforementioned methods or by withholding from the Holder's compensation, (ii) wages or other cash compensation. (c) The Company Group may withhold or account for Withholding Taxes contemplated by this Section 5 by reference to applicable withholding Shares otherwise then deliverable (in which case rates, including minimum or maximum applicable statutory rates in the Holder's jurisdiction(s) of employment and/or A-5 residency,, and if the Company Group withholds more than the amount necessary to satisfy the liability, the Holder may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent Shares. If the obligation for Withholding Taxes is satisfied by withholding in Shares, for tax purposes the Holder will be deemed to have been issued the full number of Shares purchased upon exercise Shares, notwithstanding that a number of the Stock A-5 Option), and (iii) arranging Shares is held back solely for the sale, on purpose of paying the Holder's behalf, of Withholding Taxes. No fractional Shares otherwise then deliverable. The Company shall have no obligation will be withheld or issued pursuant to deliver any Shares upon the exercise of the Stock Option unless and until all the issuance of Withholding Taxes contemplated by this Section 5 have been satisfied. thereunder. View More
Tax Withholding. (a) Regardless of any action the Company or the Employer takes with respect to any Withholding Taxes related to the Holder's participation in the Plan and legally applicable to the Holder, the Holder acknowledges that the ultimate liability for all Withholding Taxes is and remains the Holder's responsibility and may exceed the amount actually withheld by the Company or the Employer. The Holder further acknowledges that the Company and/or the Employer (A) make no representations or undertakings r...egarding the treatment of any Withholding Taxes in connection with any aspect of the Stock Option, including, without limitation, the grant, vesting or exercise of the Stock Option, the subsequent sale of Shares acquired pursuant to such exercise and the receipt of any dividends; and (B) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Stock Option to reduce or eliminate the Holder's liability for Withholding Taxes or achieve any particular tax result. Further, if the Holder is subject to tax in more than one jurisdiction, the Holder acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Withholding Taxes in more than one jurisdiction. The Company shall have no obligation to deliver any Shares upon exercise of the right to require Stock Option unless and until all Withholding Taxes contemplated by this Section 5 have been satisfied. (b) The Company shall determine the method or methods the Holder may use to satisfy any Withholding Taxes resulting from the exercise (in whole or in part) of the Stock A-6 Option, the issuance or transfer of any Shares upon exercise of the Stock Option or otherwise in connection with the Award at the time such Withholding Taxes become due. The Company shall determine the method or methods the Holder may use to satisfy any Withholding Taxes contemplated by this Section 5, due, which may include any of the following: (a) (i) by delivery to the Company of a bank check or certified check or wire transfer of immediately available funds; (b) (ii) if securities of the Company of the same class as the Shares are then traded or quoted on a national securities exchange, the Nasdaq Stock Market, Inc. or a national quotation system sponsored by the National Association of Securities Dealers, Inc., through the delivery of irrevocable written instructions, in a form acceptable to the Company, to the Equity Account Administrator (or, with the Company's consent, such other brokerage firm as may be requested by the person exercising the Stock Option) to sell some or all of the Shares being purchased upon such exercise and to thereafter deliver promptly to the Company from the proceeds of such sale an amount in cash equal to the aggregate amount of such Withholding Taxes; (c) by tendering previously owned shares (valued at their Market Value per Share as of the date of tender); (d) (iii) through the withholding of Shares otherwise deliverable upon exercise; or (e) (iv) by any combination of (a), (b), (c) (i), (ii) or (d) (iii) above. Notwithstanding anything to the contrary contained herein, Further, any entity in the Company Group shall have the right to ensure that all require the Holder to satisfy any Withholding Taxes contemplated by this Section 5 are satisfied by (i) any of the aforementioned methods or by withholding from the Holder's compensation, (ii) wages or other cash compensation. (c) The Company Group may withhold or account for Withholding Taxes contemplated by this Section 5 by reference to applicable withholding Shares otherwise then deliverable (in which case rates, including minimum or maximum applicable statutory rates, and if the Company Group withholds more than the amount necessary to satisfy the liability, the Holder will receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent Shares. If the obligation for Withholding Taxes is satisfied by withholding in Shares, for tax purposes the Holder will be deemed to have been issued the full number of Shares purchased upon exercise Shares, notwithstanding that a number of the Stock A-5 Option), and (iii) arranging Shares is held back solely for the sale, on purpose of paying the Withholding Taxes due as a result of any aspect of the Holder's behalf, of participation in the Plan. No fractional Shares otherwise then deliverable. The Company shall have no obligation will be withheld or issued pursuant to deliver any Shares upon the exercise of the Stock Option unless and until all the issuance of Withholding Taxes contemplated by this Section 5 have been satisfied. thereunder. View More
Tax Withholding. (a) Regardless of any action the Company or the Employer takes with respect to any Withholding Taxes related to the Holder's participation in the Plan and legally applicable to the Holder, the Holder acknowledges that the ultimate liability for all Withholding Taxes is and remains the Holder's responsibility and may exceed the amount actually withheld by the Company or the Employer. The Holder further acknowledges that the Company and/or the Employer (A) make no representations or undertakings r...egarding the treatment of any Withholding Taxes in connection with any aspect of the Stock Option, including, without limitation, the grant, vesting or exercise of the Stock Option, the subsequent sale of Shares acquired pursuant to such exercise and the receipt of any dividends; and (B) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Stock Option to reduce or eliminate the Holder's liability for Withholding Taxes or achieve any particular tax result. Further, if the Holder is subject to tax in more than one jurisdiction, the Holder acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Withholding Taxes in more than one jurisdiction. The Company shall have no obligation to deliver any Shares upon exercise of the right to require Stock Option unless and until all Withholding Taxes contemplated by this Section 5 have been satisfied. A-4 (b) The Company shall determine the method or methods the Holder may use to satisfy any Withholding Taxes resulting from the exercise (in whole or in part) of the Stock Option, the issuance or transfer of any Shares upon exercise of the Stock Option or otherwise in connection with the Award at the time such Withholding Taxes become due. The Company shall determine the method or methods the Holder may use to satisfy any Withholding Taxes contemplated by this Section 5, due, which may include any of the following: (a) (i) by delivery to the Company of a bank check or certified check or wire transfer of immediately available funds; (b) (ii) if securities of the Company of the same class as the Shares are then traded or quoted on a national securities exchange, the Nasdaq Stock Market, Inc. or a national quotation system sponsored by the National Association of Securities Dealers, Inc., through the delivery of irrevocable written instructions, in a form acceptable to the Company, to the Equity Account Administrator (or, with the Company's consent, such other brokerage firm as may be requested by the person exercising the Stock Option) to sell some or all of the Shares being purchased upon such exercise and to thereafter deliver promptly to the Company from the proceeds of such sale an amount in cash equal to the aggregate amount of such Withholding Taxes; (c) by tendering previously owned shares (valued at their Market Value per Share as of the date of tender); (d) (iii) through the withholding of Shares otherwise deliverable upon exercise; or (e) (iv) by any combination of (a), (b), (c) (i), (ii) or (d) (iii) above. Notwithstanding anything to the contrary contained herein, Further, any entity in the Company Group shall have the right to ensure that all require the Holder to satisfy any Withholding Taxes contemplated by this Section 5 are satisfied by (i) any of the aforementioned methods or by withholding from the Holder's compensation, (ii) wages or other cash compensation. (c) The Company Group may withhold or account for Withholding Taxes contemplated by this Section 5 by reference to applicable withholding Shares otherwise then deliverable (in which case rates, including minimum or maximum applicable statutory rates, and if the Company Group withholds more than the amount necessary to satisfy the liability, the Holder will receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent Shares. If the obligation for Withholding Taxes is satisfied by withholding in Shares, for tax purposes the Holder will be deemed to have been issued the full number of Shares purchased upon exercise Shares, notwithstanding that a number of the Stock A-5 Option), and (iii) arranging Shares is held back solely for the sale, on purpose of paying the Withholding Taxes due as a result of any aspect of the Holder's behalf, of participation in the Plan. No fractional Shares otherwise then deliverable. The Company shall have no obligation will be withheld or issued pursuant to deliver any Shares upon the exercise of the Stock Option unless and until all the issuance of Withholding Taxes contemplated by this Section 5 have been satisfied. thereunder. View More
Tax Withholding. (a) Regardless of any action the Company or the Employer takes with respect to any Withholding Taxes related to the Holder's participation in the Plan and legally applicable to the Holder, the Holder acknowledges that the ultimate liability for all Withholding Taxes is and remains the Holder's responsibility and may exceed the amount actually withheld by the Company or the Employer. The Holder further acknowledges that the Company and/or the Employer (A) make no representations or undertakings r...egarding the treatment of any Withholding Taxes in connection with any aspect of the Stock Option, including, without limitation, the grant, vesting or exercise of the Stock Option, the subsequent sale of Shares acquired pursuant to such exercise and the receipt of any dividends; and (B) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Stock Option to reduce or eliminate the Holder's liability for Withholding Taxes or achieve any particular tax result. Further, if the Holder is subject to tax in more than one jurisdiction, the Holder acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Withholding Taxes in more than one jurisdiction. The Company shall have no obligation to deliver any Shares upon exercise of the right to require Stock Option unless and until all Withholding Taxes contemplated by this Section 5 have been satisfied. A-5 (b) The Company shall determine the method or methods the Holder may use to satisfy any Withholding Taxes resulting from the exercise (in whole or in part) of the Stock Option, the issuance or transfer of any Shares upon exercise of the Stock Option or otherwise in connection with the Award at the time such Withholding Taxes become due. The Company shall determine the method or methods the Holder may use to satisfy any Withholding Taxes contemplated by this Section 5, due, which may include any of the following: (a) (i) by delivery to the Company of a bank check or certified check or wire transfer of immediately available funds; (b) (ii) if securities of the Company of the same class as the Shares are then traded or quoted on a national securities exchange, the Nasdaq Stock Market, Inc. or a national quotation system sponsored by the National Association of Securities Dealers, Inc., through the delivery of irrevocable written instructions, in a form acceptable to the Company, to the Equity Account Administrator (or, with the Company's consent, such other brokerage firm as may be requested by the person exercising the Stock Option) to sell some or all of the Shares being purchased upon such exercise and to thereafter deliver promptly to the Company from the proceeds of such sale an amount in cash equal to the aggregate amount of such Withholding Taxes; (c) by tendering previously owned shares (valued at their Market Value per Share as of the date of tender); (d) (iii) through the withholding of Shares otherwise deliverable upon exercise; or (e) (iv) by any combination of (a), (b), (c) (i), (ii) or (d) (iii) above. Notwithstanding anything to the contrary contained herein, Further, any entity in the Company Group shall have the right to ensure that all require the Holder to satisfy any Withholding Taxes contemplated by this Section 5 are satisfied by (i) any of the aforementioned methods or by withholding from the Holder's compensation, (ii) wages or other cash compensation. (c) The Company Group may withhold or account for Withholding Taxes contemplated by this Section 5 by reference to applicable withholding Shares otherwise then deliverable (in which case rates, including minimum or maximum applicable statutory rates, and if the Company Group withholds more than the amount necessary to satisfy the liability, the Holder will receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent Shares. If the obligation for Withholding Taxes is satisfied by withholding in Shares, for tax purposes the Holder will be deemed to have been issued the full number of Shares purchased upon exercise Shares, notwithstanding that a number of the Stock A-5 Option), and (iii) arranging Shares is held back solely for the sale, on purpose of paying the Withholding Taxes due as a result of any aspect of the Holder's behalf, of participation in the Plan. No fractional Shares otherwise then deliverable. The Company shall have no obligation will be withheld or issued pursuant to deliver any Shares upon the exercise of the Stock Option unless and until all the issuance of Withholding Taxes contemplated by this Section 5 have been satisfied. thereunder. View More
Tax Withholding. The Company shall have the right to require the Holder Grantee to satisfy any Withholding Taxes resulting from the exercise (in whole or in part) lapse of the Stock Option, the issuance or transfer of Restrictions, from any Shares upon exercise of the Stock Option Section 83(b) Election or otherwise in connection with the Award at the time such Withholding Taxes become due. The Company shall determine the method or methods the Holder Grantee may use to satisfy any Withholding Taxes contemplated ...by this Section 5, which may include any of the following: (a) by delivery to the Company of a bank check or certified check or wire transfer of immediately available funds; (b) through the delivery of irrevocable written instructions, in a form acceptable to the Company, that the Company withhold Vested Shares otherwise then deliverable having a value equal to the aggregate amount of the Withholding Taxes (valued in the same manner used in computing the amount of such Withholding Taxes); (c) if securities of the Company of the same class as the Vested Shares are then traded or quoted on a national securities exchange, the Nasdaq Stock Market, Inc. or a national quotation system sponsored by the National Association of Securities Dealers, Inc., through the delivery of irrevocable written instructions, in a form acceptable to the Company, to the Equity Account Administrator (or, with the Company's consent, such other brokerage firm as may be requested by the person exercising the Stock Option) Grantee) to sell some or all of the Vested Shares being purchased upon such exercise and to thereafter deliver promptly to the Company from the proceeds of such sale an amount in cash equal to the aggregate amount of such Withholding Taxes; (c) by tendering previously owned shares (valued at their Market Value per Share as of the date of tender); or (d) through the withholding of Shares otherwise deliverable upon exercise; or (e) by any combination of (a), (b), (b) and (c) or (d) above. Notwithstanding anything to the contrary contained herein, any entity in the Company Group shall have the right to ensure that all Withholding Taxes contemplated by this Section 5 are satisfied by (i) withholding from the Holder's Grantee's compensation, (ii) withholding Vested Shares otherwise then deliverable (in which case the Holder Grantee will be deemed to have been issued the full number of Shares purchased upon exercise of the Stock A-5 Option), Vested Shares), and (iii) arranging for the sale, on the Holder's Grantee's behalf, of Vested Shares otherwise then deliverable. The Company shall have no obligation to deliver any Vested Shares upon exercise of the Stock Option unless and until all Withholding Taxes contemplated by this Section 5 have been satisfied. View More
