Tax Withholding Clause Example with 6 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. (a) General. As a condition to the issuance or distribution of Shares pursuant to the Plan, the Participant (or in the case of the Participant's death, the person who succeeds to the Participant's rights) shall make such arrangements as the Company may require for the satisfaction of any applicable federal, state, local or foreign withholding tax obligations that may arise in connection with the Award and the issuance of Shares. The Company shall not be required to issue any Shares until such ob...ligations are satisfied. If the Committee allows the withholding or surrender of Shares to satisfy a Participant's tax withholding obligations, the Committee shall not allow Shares to be withheld in an amount that exceeds the minimum statutory withholding rates for applicable tax purposes, including payroll taxes. (b) Surrender of Shares. If permitted by the terms of an Award Agreement or the Committee, in its discretion, a Participant may satisfy the minimum statutory tax withholding and employment tax obligations associated with an Award by surrendering Shares to the Company (including Shares that would otherwise be issued pursuant to the Award) that have a Fair Market Value determined as of the date that the amount of tax to be withheld is to be determined under Applicable Law. (c) Income Taxes and Deferred Compensation. Participants are solely responsible and liable for the satisfaction of any federal state, province, or local taxes that may arise in connection with Awards (including, for Participants subject to taxation in the United States, any taxes arising under Section 409A of the Code, except to the extent otherwise specifically provided in a written agreement with the Company). Neither the Company nor any of its employees, officers, directors, or service providers shall have any obligation whatsoever to pay such taxes, to prevent Participants from incurring them, or to mitigate or protect Participants from any such tax liabilities. In the absence of any other arrangement, an Employee shall be deemed to have directed the Company to withhold or collect from his or her cash compensation an amount sufficient to satisfy such tax obligations from the next payroll payment or payments otherwise payable after the date of the exercise of an Award. To the extent that the committee determines that any Award granted under the Plan is subject to Section 409A of the Code, the Award Agreement evidencing such Award shall incorporate the terms and conditions required by Section 409A of the Code. To the extent applicable, the Plan and Award Agreements shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date. Notwithstanding any provision of the Plan to the contrary, in the event that following the effective date of the committee determines that any Award may be subject to Section 409A of the Code and related Department of Treasury guidance (including such Department of Treasury guidance as may be issued after the Effective Date), the Committee may adopt such amendments to the Plan and the applicable Award Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Administrator determines are necessary or appropriate to (a) exempt the Award from Section 409A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the Award, or (b) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance and thereby avoid the application of any penalty taxes under such Section. The Plan is intended to be an "unfunded" plan for incentive compensation. With respect to any payments not yet made to a Participant pursuant to an Award, nothing contained in the Plan or any Award Agreement shall give the Participant any rights that are greater than those of a general creditor of the Company or any Affiliate of the Company. View More
Found in B. Riley Financial, Inc. contract

Variations of a "Tax Withholding" Clause from Business Contracts

Tax Withholding. (a) General. As a condition to the issuance or distribution of Shares pursuant to the Plan, the Participant (or in the case of the Participant's death, the person who succeeds to the Participant's rights) shall make such arrangements as the Company may require for the satisfaction of any applicable federal, state, local or foreign withholding tax obligations that may arise in connection with the Award and the issuance of Shares. The Company shall not be required to issue any Shares until such ob...ligations are satisfied. If the Committee allows the withholding or surrender of Shares to satisfy a Participant's tax withholding obligations, the Committee shall not allow Shares to be withheld in an amount that exceeds the minimum statutory withholding rates for applicable tax purposes, including payroll taxes. (b) Surrender of Shares. If permitted by the terms of an Award Agreement or the Committee, in its discretion, a Participant may satisfy the minimum statutory tax withholding and employment tax obligations associated with an Award by surrendering Shares to the Company (including Shares that would otherwise be issued pursuant to the Award) that have a Fair Market Value determined as of the date that the amount of tax to be withheld is to be determined under Applicable Law. (c) Income Taxes and Deferred Compensation. General Rule. Participants are solely responsible and liable for the satisfaction of any federal state, province, or local all taxes and penalties that may arise in connection with Awards, and neither the Company or any of its Affiliates, nor any of their respective employees, directors, or agents shall have any obligation to mitigate, indemnify, or otherwise hold any Participant harmless from any or all of such taxes. The Company's obligation to deliver Shares (or to pay cash) to Participants pursuant to Awards (including, for Participants is at all times subject to taxation in the United States, any taxes arising under Section 409A a Participant's prior or coincident satisfaction of the Code, except all required 7 Withholding Taxes. Except to the extent otherwise specifically either provided in a written agreement with the Company). Neither an Award Agreement, the Company nor or any of its employees, officers, directors, or service providers Affiliates shall satisfy Withholding Taxes: (i) first by withholding and cancelling the Participant's rights with respect to a number of Shares that (A) would otherwise have been delivered to the Participant pursuant to the Award, and (B) have an aggregate Fair Market Value (as of the date of withholding) equal to the Withholding Taxes; (ii) second by withholding any obligation whatsoever cash otherwise payable to the Participant pursuant to the Award; and (iii) finally, by withholding the cash otherwise payable to the Participant by the Company. The number of Shares withheld and cancelled to pay such taxes, a Participant's Withholding Taxes shall not be rounded up to prevent Participants from incurring them, or to mitigate or protect Participants from any such tax liabilities. In the absence of any other arrangement, an Employee shall be deemed to have directed the Company to withhold or collect from his or her cash compensation an amount nearest whole Share sufficient to satisfy such tax obligations from taxes. In such case, the next payroll payment or payments otherwise payable after Participant shall pay to the Company that amount of cash that is equal to the amount by which the Withholding Taxes exceed the Fair Market Value of such Shares as of the date of the exercise of an Award. withholding. (b) U.S. Code Section 409A. To the extent that the committee Committee determines that any Award granted under the Plan is subject to Code Section 409A of the Code, 409A, the Award Agreement evidencing such Award shall incorporate the terms and conditions required by Code Section 409A of the Code. 409A. To the extent applicable, the Plan and any Award Agreements shall be interpreted in accordance with Code Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder, including including, without limitation limitation, any such regulations or other guidance that may be issued after the Effective Date. Notwithstanding any provision of the Plan to the contrary, in the event that following the effective date of the committee determines that any Award may be subject to Section 409A of the Code and related Department of Treasury guidance (including such Department of Treasury guidance as may be issued after the Effective Date), the Committee may adopt such amendments to the Plan and the applicable Award Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Administrator Committee determines are necessary or appropriate (i) to (a) exempt the Award from Code Section 409A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the Award, or (b) (ii) to comply with the requirements of Code Section 409A of the Code and related Department of Treasury guidance and thereby avoid the application of any penalty taxes under such Section. (c) Unfunded Tax Status. The Plan is intended to be an "unfunded" plan for incentive compensation. With respect to any payments not yet made to a Participant Person pursuant to an Award, nothing contained in the Plan or any Award Agreement shall give the Participant such Person any rights that are greater than those of a general creditor of the Company or any Affiliate of its Affiliates, and a Participant's rights under the Plan at all times constitute an unsecured claim against the general assets of the Company for the collection of benefits as they come due. Neither the Participant nor the Participant's duly- authorized transferee or Beneficiaries shall have any claim against or rights in any specific assets, Shares, or other funds of the Company. View More
Found in Lexington Realty Trust contract
Tax Withholding. (a) General. As a condition to the issuance or distribution of Shares pursuant to the Plan, the Participant (or in the case of the Participant's death, the person who succeeds to the Participant's rights) shall make such arrangements as the Company may require for the satisfaction of any applicable federal, state, local or foreign withholding tax obligations that may arise in connection with the Award and the issuance of Shares. The Company shall not be required to issue any Shares until such ob...ligations are satisfied. If the Committee allows the withholding or surrender of Shares to satisfy a Participant's tax withholding obligations, the Committee shall not allow Shares to be withheld in an amount that exceeds the minimum statutory withholding rates for applicable tax purposes, including payroll taxes. (b) Surrender of Shares. If permitted by the terms of an Award Agreement or the Committee, in its discretion, a Participant may satisfy the minimum statutory tax withholding and employment tax obligations associated with an Award by surrendering Shares to the Company (including Shares that would otherwise be issued pursuant to the Award) that have a Fair Market Value determined as of the date that the amount of tax to be withheld is to be determined under Applicable Law. (c) Income Taxes and Deferred Compensation. General Rule. Participants are solely responsible and liable for the satisfaction of any federal state, province, or local all taxes and penalties that may arise in connection with Awards, and neither the Company, nor any Affiliate, nor any of their employees, directors, or agents shall have any obligation to mitigate, indemnify, or to otherwise hold any Participant harmless from any or all of such taxes. The Company's obligation to deliver Shares (or to pay cash) to Participants pursuant to Awards (including, for Participants is at all times subject to taxation in the United States, any taxes arising under Section 409A their prior or coincident satisfaction of the Code, except all required Withholding Taxes. Except to the extent otherwise specifically either provided in a written agreement with an Award Agreement or thereafter authorized by the Company). Neither Committee, the Company nor or any Affiliate will satisfy required Withholding Taxes that the Participant has not otherwise arranged to settle before the due date thereof – (i) first from withholding the cash otherwise payable to the Participant pursuant to the Award; (ii) then by withholding and cancelling the Participant's rights with respect to a number of its employees, officers, directors, or service providers shall Shares that (A) would otherwise have any obligation whatsoever been delivered to the Participant pursuant to the Award, and (B) have an aggregate Fair Market Value equal to the Withholding Taxes (such withheld Shares to be valued on the basis of the aggregate Fair Market Value thereof on the date of the withholding); and (iii) finally, withholding the cash otherwise payable to the Participant by the Company. The number of Shares withheld and cancelled to pay such taxes, a Participant's Withholding Taxes will be rounded up to prevent Participants from incurring them, or to mitigate or protect Participants from any such tax liabilities. In the absence of any other arrangement, an Employee shall be deemed to have directed the Company to withhold or collect from his or her cash compensation an amount nearest whole Share sufficient to satisfy such tax obligations from taxes, with cash being paid to the next payroll payment or payments otherwise payable after Participant in an amount equal to the date amount by which the Fair Market Value of such Shares exceeds the exercise of an Award. Withholding Taxes. (b) U.S. Code Section 409A. To the extent that the committee Committee determines that any Award granted under the Plan is subject to Code Section 409A of the Code, 409A, the Award Agreement evidencing such Award shall incorporate the terms and conditions required by Code Section 409A of the Code. 409A. To the extent applicable, the Plan and Award Agreements shall be interpreted in accordance with Code Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued 10 after the Effective Date. Notwithstanding any provision of the Plan to the contrary, in the event that following the effective date of the committee determines that any Award may be subject to Section 409A of the Code and related Department of Treasury guidance (including such Department of Treasury guidance as may be issued after the Effective Date), the Committee may adopt such amendments to the Plan and the applicable Award Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Administrator Committee determines are necessary or appropriate (i) to (a) exempt the Award from Code Section 409A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the Award, or (b) (ii) to comply with the requirements of Code Section 409A of the Code and related Department of Treasury guidance and thereby avoid the application of any penalty taxes under such Section. (c) Unfunded Tax Status. The Plan is intended to be an "unfunded" plan for incentive compensation. With respect to any payments not yet made to a Participant Person pursuant to an Award, nothing contained in the Plan or any Award Agreement shall give the Participant Person any rights that are greater than those of a general creditor of the Company or any Affiliate Affiliate, and a Participant's rights under the Plan at all times constitute an unsecured claim against the general assets of the Company for the collection of benefits as they come due. Neither the Participant nor the Participant's duly-authorized transferee or Beneficiaries shall have any claim against or rights in any specific assets, Shares, or other funds of the Company. View More
Found in Gevo, Inc. contract
Tax Withholding. (a) General. As a condition to the issuance or distribution of Shares pursuant to the Plan, the Participant (or in the case of the Participant's death, the person who succeeds to the Participant's rights) shall make such arrangements as the Company may require for the satisfaction of any applicable federal, state, local or foreign withholding tax obligations that may arise in connection with the Award and the issuance of Shares. The Company shall not be required to issue any Shares until such ob...ligations are satisfied. If the Committee allows the withholding or surrender of Shares to satisfy a Participant's tax withholding obligations, the Committee shall not allow Shares to be withheld in an amount that exceeds the minimum statutory withholding rates for applicable tax purposes, including payroll taxes. (b) Surrender of Shares. If permitted by the terms of an Award Agreement or the Committee, in its discretion, a Participant may satisfy the minimum statutory tax withholding and employment tax obligations associated with an Award by surrendering Shares to the Company (including Shares that would otherwise be issued pursuant to the Award) that have a Fair Market Value determined as of the date that the amount of tax to be withheld is to be determined under Applicable Law. (c) Income Taxes and Deferred Compensation. General Rule. Participants are solely responsible and liable for the satisfaction of any federal state, province, or local all taxes and penalties that may arise in connection with Awards, and neither the Company, nor any Affiliate, nor any of their employees, directors, or agents shall have any obligation to mitigate, indemnify, or to otherwise hold any Participant harmless from any or all of such taxes. The Company's obligation to deliver Shares (or to pay cash) to Participants pursuant to Awards (including, for Participants is at all times subject to taxation in the United States, any taxes arising under Section 409A their prior or coincident satisfaction of the Code, except all required Withholding Taxes. Except to the extent otherwise specifically either provided in a written agreement with an Award Agreement or thereafter authorized by the Company). Neither Committee, the Company nor or any Affiliate will satisfy required Withholding Taxes that the Participant has not otherwise arranged to settle before the due date thereof – (i) first from withholding the cash otherwise payable to the Participant pursuant to the Award; 13 (ii) then by withholding and cancelling the Participant's rights with respect to a number of its employees, officers, directors, or service providers shall Shares that (A) would otherwise have any obligation whatsoever been delivered to the Participant pursuant to the Award, and (B) have an aggregate Fair Market Value equal to the Withholding Taxes (such withheld Shares to be valued on the basis of the aggregate Fair Market Value thereof on the date of the withholding); and (iii) finally, withholding the cash otherwise payable to the Participant by the Company. The number of Shares withheld and cancelled to pay such taxes, a Participant's Withholding Taxes will be rounded up to prevent Participants from incurring them, or to mitigate or protect Participants from any such tax liabilities. In the absence of any other arrangement, an Employee shall be deemed to have directed the Company to withhold or collect from his or her cash compensation an amount nearest whole Share sufficient to satisfy such tax obligations from taxes, with cash being paid to the next payroll payment or payments otherwise payable after Participant in an amount equal to the date amount by which the Fair Market Value of such Shares exceeds the exercise of an Award. Withholding Taxes. (b) U.S. Code Section 409A. To the extent that the committee Committee determines that any Award granted under the Plan is subject to Code Section 409A of the Code, 409A, the Award Agreement evidencing such Award shall incorporate the terms and conditions required by Code Section 409A of the Code. 409A. To the extent applicable, the Plan and Award Agreements shall be interpreted in accordance with Code Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date. Notwithstanding any provision of the Plan to the contrary, in the event that following the effective date of the committee determines that any Award may be subject to Section 409A of the Code and related Department of Treasury guidance (including such Department of Treasury guidance as may be issued after the Effective Date), the Committee may adopt such amendments to the Plan and the applicable Award Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Administrator Committee determines are necessary or appropriate (i) to (a) exempt the Award from Code Section 409A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the Award, or (b) (ii) to comply with the requirements of Code Section 409A of the Code and related Department of Treasury guidance and thereby avoid the application of any penalty taxes under such Section. (c) Unfunded Tax Status. The Plan is intended to be an "unfunded" plan for incentive compensation. With respect to any payments not yet made to a Participant Person pursuant to an Award, nothing contained in the Plan or any Award Agreement shall give the Participant Person any rights that are greater than those of a general creditor of the Company or any Affiliate Affiliate, and a Participant's rights under the Plan at all times constitute an unsecured claim against the general assets of the Company for the collection of benefits as they come due. Neither the Participant nor the Participant's duly-authorized transferee or Beneficiaries shall have any claim against or rights in any specific assets, Shares, or other funds of the Company. View More
Found in Gevo, Inc. contract
Tax Withholding. (a) General. As a condition to the issuance or distribution of Shares pursuant to the Plan, the Participant (or in the case of the Participant's death, the person who succeeds to the Participant's rights) shall make such arrangements as the Company may require for the satisfaction of any applicable federal, state, local or foreign withholding tax obligations that may arise in connection with the Award and the issuance of Shares. The Company shall not be required to issue any Shares until such ob...ligations are satisfied. If the Committee allows the withholding or surrender of Shares to satisfy a Participant's tax withholding obligations, the Committee shall not allow Shares to be withheld in an amount that exceeds the minimum statutory withholding rates for applicable tax purposes, including payroll taxes. (b) Surrender of Shares. If permitted by the terms of an Award Agreement or the Committee, in its discretion, a Participant may satisfy the minimum statutory tax withholding and employment tax obligations associated with an Award by surrendering Shares to the Company (including Shares that would otherwise be issued pursuant to the Award) that have a Fair Market Value determined as of the date that the amount of tax to be withheld is to be determined under Applicable Law. (c) Income Taxes and Deferred Compensation. General Rule. Participants are solely responsible and liable for the satisfaction of any federal state, province, or local all taxes and penalties that may arise in connection with Awards, and neither the Company, nor any Affiliate, nor any of their employees, directors, or agents shall have any obligation to mitigate, indemnify, or to otherwise hold any Participant harmless from any or all of such taxes. The Company's obligation to deliver Shares (or to pay cash) to Participants pursuant to Awards (including, for Participants is at all times subject to taxation in the United States, any taxes arising under Section 409A their prior or coincident satisfaction of the Code, except all required Withholding Taxes. Except to the extent otherwise specifically either provided in a written agreement with an Award Agreement or thereafter authorized by the Company). Neither Committee, the Company nor or any Affiliate will satisfy required Withholding Taxes that the Participant has not otherwise arranged to settle before the due date thereof – (i) first from withholding the cash otherwise payable to the Participant pursuant to the Award; (ii) then by withholding and cancelling the Participant's rights with respect to a number of its employees, officers, directors, or service providers shall Shares that (A) would otherwise have any obligation whatsoever been delivered to the Participant pursuant to the Award, and (B) have an aggregate Fair Market Value equal to the Withholding Taxes (such withheld Shares to be valued on the basis of the aggregate Fair Market Value thereof on the date of the withholding); and (iii) finally, withholding the cash otherwise payable to the Participant by the Company. The number of Shares withheld and cancelled to pay such taxes, a Participant's Withholding Taxes will be rounded up to prevent Participants from incurring them, or to mitigate or protect Participants from any such tax liabilities. In the absence of any other arrangement, an Employee shall be deemed to have directed the Company to withhold or collect from his or her cash compensation an amount nearest whole Share sufficient to satisfy such tax obligations from taxes, with cash being paid to the next payroll payment or payments otherwise payable after Participant in an amount equal to the date amount by which the Fair Market Value of such Shares exceeds the exercise of an Award. Withholding Taxes. (b) U.S. Code Section 409A. To the extent that the committee Committee determines that any Award granted under the Plan is subject to Code Section 409A of the Code, 409A, the Award Agreement evidencing such Award shall incorporate the terms and conditions required by Code Section 409A of the Code. 409A. To the extent applicable, the Plan and Award Agreements shall be interpreted in accordance with Code Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date. Notwithstanding any provision of the Plan to the contrary, in the event that following the effective date of the committee determines that any Award may be subject to Section 409A of the Code and related Department of Treasury guidance (including such Department of Treasury guidance as may be issued after the Effective Date), the Committee may adopt such amendments to the Plan and the applicable Award Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Administrator Committee determines are necessary or appropriate (i) to (a) exempt the Award from Code Section 409A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the Award, or (b) (ii) to comply with the requirements of Code Section 409A of the Code and related Department of Treasury guidance and thereby avoid the application of any penalty taxes under such Section. 14 (c) Unfunded Tax Status. The Plan is intended to be an "unfunded" plan for incentive compensation. With respect to any payments not yet made to a Participant Person pursuant to an Award, nothing contained in the Plan or any Award Agreement shall give the Participant Person any rights that are greater than those of a general creditor of the Company or any Affiliate Affiliate, and a Participant's rights under the Plan at all times constitute an unsecured claim against the general assets of the Company for the collection of benefits as they come due. Neither the Participant nor the Participant's duly-authorized transferee or Beneficiaries shall have any claim against or rights in any specific assets, Shares, or other funds of the Company. View More
Found in 2 Contracts from Gevo, Inc.
Tax Withholding. (a) General. As a condition to the issuance or distribution of Shares pursuant to the Plan, the Participant (or in the case of the Participant's death, the person who succeeds to the Participant's rights) shall make such arrangements as the Company may require for the satisfaction of any applicable federal, state, local or foreign withholding tax obligations that may arise in connection with the Award and the issuance of Shares. The Company shall not be required to issue any Shares until such ob...ligations are satisfied. If the Committee allows the withholding or surrender of Shares to satisfy a Participant's tax withholding obligations, the Committee shall not allow Shares to be withheld in an amount that exceeds the minimum statutory withholding rates for applicable tax purposes, including payroll taxes. (b) Surrender of Shares. If permitted by the terms of an Award Agreement or the Committee, in its discretion, a Participant may satisfy the minimum statutory tax withholding and employment tax obligations associated with an Award by surrendering Shares to the Company (including Shares that would otherwise be issued pursuant to the Award) that have a Fair Market Value determined as of the date that the amount of tax to be withheld is to be determined under Applicable Law. (c) Income Taxes and Deferred Compensation. General Rule. Participants are solely responsible and liable for the satisfaction of any federal state, province, or local all taxes and penalties that may arise in connection with Awards, and neither the Company, nor any Affiliate, nor any of their employees, directors, or agents shall have any obligation to mitigate, indemnify, or to otherwise hold any Participant harmless from any or all of such taxes. The Company's obligation to deliver Shares (or to pay cash) to Participants pursuant to Awards (including, for Participants is at all times subject to taxation in the United States, any taxes arising under Section 409A their prior or coincident satisfaction of the Code, except all required Withholding Taxes. Except to the extent otherwise specifically either provided in a written agreement with an Award Agreement or thereafter authorized by the Company). Neither Committee, the Company nor or any Affiliate will satisfy required Withholding Taxes that the Participant has not otherwise arranged to settle before the due date thereof – (i) first from withholding the cash otherwise payable to the Participant pursuant to the Award; (ii) then by withholding and cancelling the Participant's rights with respect to a number of its employees, officers, directors, or service providers shall Shares that (A) would otherwise have any obligation whatsoever been delivered to the Participant pursuant to the Award, and (B) have an aggregate Fair Market Value equal to the Withholding Taxes (such withheld Shares to be valued on the basis of the aggregate Fair Market Value thereof on the date of the withholding); and (iii) finally, withholding the cash otherwise payable to the Participant by the Company. The number of Shares withheld and cancelled to pay such taxes, a Participant's Withholding Taxes will be rounded up to prevent Participants from incurring them, or to mitigate or protect Participants from any such tax liabilities. In the absence of any other arrangement, an Employee shall be deemed to have directed the Company to withhold or collect from his or her cash compensation an amount nearest whole Share sufficient to satisfy such tax obligations from taxes, with cash being paid to the next payroll payment or payments otherwise payable after Participant in an amount equal to the date amount by which the Fair Market Value of such Shares exceeds the exercise of an Award. Withholding Taxes. (b) U.S. Code Section 409A. To the extent that the committee Committee determines that any Award granted under the Plan is subject to Code Section 409A of the Code, 409A, the Award Agreement evidencing such Award shall incorporate the terms and conditions required by Code Section 409A of the Code. 409A. To the extent applicable, the Plan and Award Agreements shall be interpreted in accordance with Code Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date. Notwithstanding any provision of the Plan to the contrary, in the event that following the effective date of the committee determines that any Award may be subject to Section 409A of the Code and related Department of Treasury guidance (including such Department of Treasury guidance as may be issued after the Effective Date), the Committee may adopt such amendments to the Plan and the applicable Award Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Administrator Committee determines are necessary or appropriate (i) to (a) exempt the Award from Code Section 409A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the Award, or (b) (ii) to comply with the requirements of Code Section 409A of the Code and related Department of Treasury guidance and thereby avoid the application of any penalty taxes under such Section. (c) Unfunded Tax Status. The Plan is intended to be an "unfunded" plan for incentive compensation. With respect to any payments not yet made to a Participant Person pursuant to an Award, nothing contained in the Plan or any Award Agreement shall give the Participant Person any rights that are greater than those of a general creditor of the Company or any Affiliate Affiliate, and a Participant's rights under the Plan at all times constitute an unsecured claim against the general assets of the Company for the collection of benefits as they come due. Neither the Participant nor the Participant's duly-authorized transferee or Beneficiaries shall have any claim against or rights in any specific assets, Shares, or other funds of the Company. View More
Found in Gevo, Inc. contract
Tax Withholding. (a) General. As a condition to the issuance or distribution of Shares pursuant to the Plan, the Participant (or in the case of the Participant's death, the person who succeeds to the Participant's rights) shall make such arrangements as the Company may require for the satisfaction of any applicable federal, state, local or foreign withholding tax obligations that may arise in connection with the Award and the issuance of Shares. The Company shall not be required to issue any Shares until such ob...ligations are satisfied. If the Committee allows the withholding or surrender of Shares to satisfy a Participant's tax withholding obligations, the Committee shall not allow Shares to be withheld in an amount that exceeds the minimum statutory withholding rates for applicable tax purposes, including payroll taxes. (b) Surrender of Shares. If permitted by the terms of an Award Agreement or the Committee, in its discretion, a Participant may satisfy the minimum statutory tax withholding and employment tax obligations associated with an Award by surrendering Shares to the Company (including Shares that would otherwise be issued pursuant to the Award) that have a Fair Market Value determined as of the date that the amount of tax to be withheld is to be determined under Applicable Law. (c) Income Taxes and Deferred Compensation. General Rule. Participants are solely responsible and liable for the satisfaction of any federal state, province, or local all taxes and penalties that may arise in connection with Awards, and neither the Company, any Affiliate, nor any of their employees, directors, or agents shall have any obligation to mitigate, indemnify, or to otherwise hold any Participant harmless from any or all of such taxes. The Company's obligation to deliver Shares (or to pay cash) to Participants pursuant to Awards (including, for Participants is at all times subject to taxation in the United States, any taxes arising under Section 409A their prior or coincident satisfaction of the Code, except all required Withholding Taxes. Except to the extent otherwise specifically either provided in a written agreement with an Award Agreement or thereafter authorized by the Company). Neither Committee, the Company nor or any Affiliate may, but is not obligated to, satisfy required Withholding Taxes that the Participant has not otherwise arranged to settle before the due date thereof: (i) first from withholding the cash otherwise payable to the Participant pursuant to the Award; (ii) then by withholding and canceling the Participant's rights with respect to a number of its employees, officers, directors, or service providers shall Shares that (A) would otherwise have any obligation whatsoever been delivered to the Participant pursuant to the Award, and (B) have an aggregate Fair Market Value equal to the Withholding Taxes (such withheld Shares to be valued on the basis of the aggregate Fair Market Value thereof on the date of the withholding); and (iii) finally, withholding the cash otherwise payable to the Participant by the Company. The number of Shares withheld and canceled to pay such taxes, a Participant's Withholding Taxes will be rounded up to prevent Participants from incurring them, or to mitigate or protect Participants from any such tax liabilities. In the absence of any other arrangement, an Employee shall be deemed to have directed the Company to withhold or collect from his or her cash compensation an amount nearest whole Share sufficient to satisfy such tax obligations from taxes, with cash being paid to the next payroll payment or payments otherwise payable after Participant in an amount equal to the date amount by which the Fair Market Value of such Shares exceeds the exercise of an Award. Withholding Taxes. (b) U.S. Code Section 409A. To the extent that the committee Committee determines that any Award granted under the Plan is subject to Code Section 409A of the Code, 409A, the Award Agreement evidencing such Award shall incorporate the terms and conditions required by Code Section 409A of the Code. 409A. To the extent applicable, the Plan and Award Agreements shall be interpreted in accordance with Code Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder, including including, without limitation limitation, any such regulations or other guidance that may be issued after the Effective Date. Notwithstanding any provision of the Plan to the contrary, in the event that following the effective date of the committee determines that any Award may be subject to Section 409A of the Code and related Department of Treasury guidance (including such Department of Treasury guidance as may be issued after the Effective Date), the Committee may adopt such amendments to the Plan and the applicable Award Agreement or adopt other policies and procedures (including amendments, policies policies, and procedures with retroactive effect), or take any other actions, that the Administrator Committee determines are necessary or appropriate (i) to (a) exempt the Award from Code Section 409A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the Award, or (b) (ii) to comply with the requirements of Code Section 409A of the Code and related Department of Treasury guidance and thereby avoid the application of any penalty taxes under such Section. (c) Unfunded Tax Status. The Plan is intended to be an "unfunded" plan for incentive compensation. With respect to any payments not yet made to a Participant Person pursuant to an Award, nothing contained in the Plan or any Award Agreement shall give the Participant Person any rights that are greater than those of a general creditor of the Company or any Affiliate Affiliate, and a Participant's rights under the Plan at all times constitute an unsecured claim against the general assets of the Company for the collection of benefits as they come due. Neither the Participant nor the Participant's duly authorized transferee or Beneficiaries shall have any claim against or rights in any specific assets, Shares, or other funds of the Company. View More
Found in Raptor Pharmaceutical Corp contract