Tax Withholding Contract Clauses (3,758)

Grouped Into 202 Collections of Similar Clauses From Business Contracts

This page contains Tax Withholding clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Tax Withholding. The Company or any affiliate shall have the right to deduct from payments of any kind otherwise due to Grantee, any federal, state, local or foreign taxes of any kind required by law to be withheld upon the issuance, vesting or payment of any shares of Common Stock upon the vesting of the Restricted Stock Units or the payment of dividend equivalents. By accepting this Agreement, Grantee hereby authorizes the Company to withhold from the number of shares of Common Stock that would otherwise be is...sued to Grantee upon vesting of the Restricted Stock Units a number of whole shares of Common Stock having a fair market value equal to the Company's required tax withholding with respect to the Award and to deduct any remaining amount due from any payments due to Grantee. Any shares of Common Stock issued or withheld shall have an aggregate fair market value not in excess of the minimum statutory total tax withholding obligation. The fair market value of the shares of Common Stock used to satisfy the withholding obligation shall be determined by the Company as of the date that the amount of tax to be withheld is to be determined. Shares of Common Stock used to satisfy any tax withholding obligation must be vested and cannot be subject to any repurchase, forfeiture, or other similar requirements. 2 Notwithstanding the foregoing, in lieu of share withholding, Grantee may irrevocably elect to satisfy the required tax withholding obligation by delivering a cashier's check or other check or wire transfer acceptable to the Company in the amount determined by the Company to satisfy the required tax withholding obligation. Any election to deliver a check / wire transfer shall be communicated to the Chief Financial Officer prior to the vesting of the grant and shall be subject to any restrictions or limitations that the Company, in its sole discretion, deems appropriate. View More
Tax Withholding. The Company or any affiliate shall have the right to deduct from payments of any kind otherwise due to Grantee, Optionee, any federal, state, local or foreign taxes of any kind required by law to be withheld upon the issuance, vesting issuance of any shares of Stock or payment of any shares of Common Stock kind upon the vesting exercise of the Restricted Stock Units or the payment of dividend equivalents. this Option. By accepting this Agreement, Grantee Optionee hereby authorizes the Company in... its discretion to withhold from the number of fully vested shares of Common Stock that would otherwise be issued deliverable to Grantee upon vesting of the Restricted Stock Units Optionee a number of whole shares of Common Stock having a fair market value equal necessary to satisfy the Company's required tax withholding with respect to the Award Option and to deduct any remaining amount due from any payments due to Grantee. Optionee. Any shares of Common Stock issued or withheld shall have an aggregate fair market value Fair Market Value not in excess of the minimum statutory total tax withholding obligation. The fair market value Fair Market Value of the shares of Common Stock used to satisfy the withholding obligation shall be determined by the Company as of the date that the amount of tax to be withheld is to be determined. Shares of Common Stock used to satisfy any tax withholding obligation must be vested and cannot be subject to any repurchase, forfeiture, or other similar requirements. 2 Notwithstanding requirements.Notwithstanding the foregoing, in lieu of share withholding, Grantee Optionee may irrevocably elect to satisfy the required tax withholding obligation by delivering a cashier's check or other check or wire transfer acceptable to the Company in the amount determined by the Company to satisfy the required tax withholding obligation. Any election to deliver a check / check/ wire transfer shall be indicated within Solium (https://shareworks.solium.com) or any vendor replacement for Solium as designated by the Company and communicated to the Chief Financial Officer Reporting team prior to the vesting exercise of the grant Option and shall be subject to any restrictions or limitations that the Company, in its sole discretion, deems appropriate. appropriate.9. Transfer of Option. During Optionee's lifetime, only Optionee (or, in the event of Optionee's legal incapacity or incompetency, Optionee's guardian or legal representative) may exercise the Option. Optionee cannot transfer or assign the Option. Upon any attempt to transfer or assign the Option, the Option will immediately become invalid. Regardless of any marital property settlement agreement, the Company is not obligated to honor a notice of exercise from Optionee's spouse, nor is the Company obligated to recognize Optionee's spouse's interest in the Option in any other way. View More
Tax Withholding. The Company or any affiliate shall have the right to deduct from payments of any kind otherwise due to Grantee, Optionee, any federal, state, local or foreign taxes of any kind required by law to be withheld upon the issuance, vesting or payment issuance of any shares of Common Stock or payment of any kind upon the vesting exercise of the Restricted Stock Units or the payment of dividend equivalents. this Option. By accepting this Agreement, Grantee Optionee hereby authorizes the Company in its ...discretion to withhold from the number of fully vested shares of Common Stock that would otherwise be issued deliverable to Grantee upon vesting of the Restricted Stock Units Optionee a number of whole shares of Common Stock having a fair market value equal necessary to satisfy the Company's required tax withholding with respect to the Award Option and to deduct any remaining amount due from any payments due to Grantee. Optionee. Any shares of Common Stock issued or withheld shall have an aggregate fair market value Fair Market Value not in excess of the minimum statutory total tax withholding obligation. The fair market value Fair Market Value of the shares of Common Stock used to satisfy the withholding obligation shall be determined by the Company as of the date that the amount of tax to be withheld is to be determined. Shares of Common Stock used to satisfy any tax withholding obligation must be vested and cannot be subject to any repurchase, forfeiture, or other similar requirements. 2 3 Notwithstanding the foregoing, in lieu of share withholding, Grantee Optionee may irrevocably elect to satisfy the required tax withholding obligation by delivering a cashier's check or other check or wire transfer acceptable to the Company in the amount determined by the Company to satisfy the required tax withholding obligation. Any election to deliver a check / check/ wire transfer shall be communicated to the Chief Financial Officer prior to the vesting exercise of the grant Option and shall be subject to any restrictions or limitations that the Company, in its sole discretion, deems appropriate. View More
Tax Withholding. The Company or any affiliate Affiliate shall have the right to deduct from payments of any kind otherwise due to Grantee, any federal, state, local or foreign taxes of any kind required by law to be withheld upon the issuance, vesting or payment of any shares of Common Stock upon the vesting of the Restricted Stock Units or the payment of dividend equivalents. dividends. By accepting this Agreement, Grantee hereby authorizes the Company to withhold from the number of fully vested shares of Commo...n Stock that would otherwise be issued deliverable to Grantee upon vesting of the Restricted Stock Units a number of whole shares of Common Stock having a fair market value equal necessary to satisfy the Company's required tax withholding with respect to the Award and to deduct any remaining amount due from any payments due to Grantee. Notwithstanding the foregoing, in lieu of share withholding, Grantee may irrevocably elect to satisfy the required tax withholding obligation by delivering: (a) a cashier's 5 check or other check acceptable to the Company; or (b) whole shares of Stock already owned by Grantee, in the amount determined by the Company to satisfy the required tax withholding obligation. Any election to deliver a check or shares shall be irrevocable, made in writing, signed by Grantee and delivered to the General Counsel of the Company at least 30 days before the scheduled Vesting Date, and shall be subject to any restrictions or limitations that the Company, in its sole discretion, deems appropriate. Any shares of Common Stock issued delivered or withheld shall have an aggregate fair market value Fair Market Value not in excess of the minimum statutory total tax withholding obligation. The fair market value Fair Market Value of the shares of Common Stock used to satisfy the withholding obligation shall be determined by the Company as of the date that the amount of tax to be withheld is to be determined. Shares of Common Stock used to satisfy any tax withholding obligation must be vested and cannot be subject to any repurchase, forfeiture, or other similar requirements. 2 Notwithstanding the foregoing, in lieu of share withholding, Grantee may irrevocably elect to satisfy the required tax withholding obligation by delivering a cashier's check or other check or wire transfer acceptable to the Company in the amount determined by the Company to satisfy the required tax withholding obligation. Any election to deliver a check / wire transfer shall be communicated to the Chief Financial Officer prior to the vesting of the grant and shall be subject to any restrictions or limitations that the Company, in its sole discretion, deems appropriate. View More
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Tax Withholding. The parties hereto recognize that the Company or an Affiliate may be obligated to withhold federal and state taxes or other taxes upon the vesting of the Restricted Shares, or, in the event that the Employee elects under Code Section 83(b) to report the receipt of the Restricted Shares as income in the year of receipt, upon the Employee's receipt of the Restricted Shares. The Employee agrees that, at such time, if the Company or an Affiliate is required to withhold such taxes, the Employee will ...promptly pay, in cash upon demand (or in any other manner permitted by the Committee in accordance with the terms of the Plan), to the Company or an Affiliate such amounts as shall be necessary to satisfy such obligation. The Employee further acknowledges that the Company has directed the Employee to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which the Employee may reside, and the tax consequences of the Employee's death. View More
Tax Withholding. The parties hereto recognize that the Company or an Affiliate may be obligated to withhold federal and state taxes or other taxes upon the vesting of the Performance Share Units or Restricted Shares, Stock or, in the event that the Employee elects under Code Section 83(b) to report the receipt of the Restricted Shares as income in the year of receipt, upon the Employee's receipt of the Restricted Shares. Shares, and upon the payment of any cash relating to earned dividend equivalents at the time... of issuance. The Employee agrees that, at such time, if the Company or an Affiliate is required to withhold such taxes, the Employee will promptly pay, in cash upon demand (or in any other manner permitted by the Committee in accordance with the terms of the Plan), to the Company or an Affiliate such amounts as shall be necessary to satisfy such obligation, and the issuance of Shares in connection with the vesting of any Performance Share Units shall be conditioned upon the prior payment by the Employee, or the establishment of arrangements satisfactory to the Committee for the payment by the Employee, of such obligation. The Employee further acknowledges that the Company has directed the Employee to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which the Employee may reside, and the tax consequences of the Employee's death. View More
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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
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
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
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
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Tax Withholding. Participation in the Plan is subject to any minimum required tax withholding on income of the Participant in connection with the Plan. Each Participant agrees, by entering the Plan, that the Company and its Subsidiaries shall have the right to deduct any such taxes from any payment of any kind otherwise due to the Participant, including shares issuable under the Plan.
Tax Withholding. Participation in the Plan is subject to any minimum required tax withholding on income of the Participant participant in connection with the Plan. Each Participant employee agrees, by entering the Plan, that the Company and its Subsidiaries shall have the right to deduct any such taxes from any payment of any kind otherwise due to the Participant, employee, including shares issuable under the Plan.
Tax Withholding. Participation in the Plan is subject to any minimum required tax withholding on income of the Participant participant in connection with the Plan. Each Participant employee agrees, by entering the Plan, that the Company and its Subsidiaries shall have the right to deduct any such taxes from any payment of any kind otherwise due to the Participant, employee, including shares issuable under the Plan.
Tax Withholding. Participation in the Plan is subject to any minimum required tax withholding on income of the Participant in connection with the Plan. Each Participant 11 agrees, by entering the Plan, that the Company and its Subsidiaries shall have the right to deduct any such taxes from any payment of any kind otherwise due to the Participant, including shares issuable under the Plan.
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Tax Withholding. Upon the expiration or termination of the Restricted Period, the Participant shall remit to the Corporation the minimum amount necessary to satisfy Federal, state, local or foreign withholding tax requirements, if any ("Withholding Taxes") as a condition to the Corporation's issuance of any Shares as provided in Section 13. The payment shall be in (i) cash, (ii) the delivery of Shares, (iii) a reduction in the number of Shares otherwise issuable or deliverable or other amounts otherwise payable ...to the Participant pursuant to this Agreement, or (iv) a combination of (i), (ii) and/or (iii). The value of any Shares delivered or withheld as payment in respect of withholding tax requirements shall be determined by reference to the Fair Market Value of such Shares as of the date of such withholding or delivery. In the event that Withholding Taxes are satisfied by withholding a portion of the Shares otherwise issuable or deliverable to the Participant pursuant to this Agreement, the Corporation shall not withhold any Shares in excess of the minimum number of Shares necessary to satisfy the applicable Withholding Taxes. View More
Tax Withholding. Upon the expiration or termination of the Restricted Period, the Participant shall remit to the Corporation the minimum amount necessary to satisfy Federal, state, local or foreign withholding tax requirements, if any ("Withholding Taxes") as a condition to the Corporation's issuance of any Shares Stock (and any related dividend equivalent amounts) or cash as provided in Section 13. 4. The payment shall be in cash, unless otherwise provided by the Corporation to allow (i) cash, (ii) the delivery... of Shares, (iii) shares of Stock, (ii) a reduction in the number of Shares shares of Stock otherwise issuable or deliverable or other amounts otherwise payable to the Participant pursuant to this Agreement, or (iv) (iii) a combination of (i), (ii) (i) and/or (iii). (ii). The value of any Shares Stock delivered or withheld as payment in respect of withholding tax requirements shall be determined by reference to the Fair Market Value of such Shares Stock as of the date of such withholding or delivery. In the event that Withholding Taxes are satisfied by withholding a portion of the Shares Stock otherwise issuable or deliverable to the Participant pursuant to this Agreement, the Corporation shall not withhold any Shares Stock in excess of the minimum number of Shares shares of Stock necessary to satisfy the applicable Withholding Taxes. View More
Tax Withholding. Upon As a condition to the expiration or termination Corporation's issuance of the Restricted Period, Award Shares (if any), the Participant shall remit to the Corporation the minimum amount necessary to satisfy Federal, state, local or and foreign withholding tax requirements, if any ("Withholding Taxes") as a condition to the Corporation's issuance of any Shares as provided in Section 13. Taxes"). The payment shall 6 be in the form of: (i) cash, (ii) the delivery of Shares, (iii) a reduction i...n the number of Shares otherwise issuable or deliverable or other amounts otherwise payable to the Participant pursuant to this Agreement, or (iv) a combination of (i), (ii) and/or (iii). The value of any Shares delivered or withheld as payment in respect of withholding tax requirements Withholding Taxes shall be determined by reference to the Fair Market Value of such Shares as of the date of such withholding or delivery. In the event that Withholding Taxes are satisfied by withholding a portion of the Shares otherwise issuable or deliverable to the Participant pursuant to this Agreement, the Corporation shall not withhold any Shares in excess of the minimum number of Shares necessary to satisfy the applicable Withholding Taxes. View More
Tax Withholding. Upon the expiration or termination of the Restricted Period, the Participant shall remit to the Corporation the minimum amount necessary to satisfy Federal, state, local or foreign withholding tax requirements, if any ("Withholding Taxes") as a condition to the Corporation's issuance of any Shares Stock (and any related dividend equivalent amounts) or cash as provided in Section 13. 4. The payment shall be in cash, unless otherwise provided by the Corporation to allow (i) cash, (ii) the delivery... of Shares, (iii) shares of Stock, (ii) a reduction in the number of Shares shares of Stock otherwise issuable or deliverable or other amounts otherwise payable to the Participant pursuant to this Agreement, or (iv) (iii) a combination of (i), (ii) (i) and/or (iii). (ii). The value of any Shares Stock delivered or withheld as payment in respect of withholding tax requirements shall be determined by reference to the Fair Market Value of such Shares Stock as of the date of such withholding or delivery. In the event that Withholding Taxes are satisfied by withholding a portion of the Shares Stock otherwise issuable or deliverable to the Participant pursuant to this Agreement, the Corporation shall not withhold any Shares Stock in excess of the minimum number of Shares shares of Stock necessary to satisfy the applicable Withholding Taxes. View More
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Tax Withholding. (a)Participant is responsible for, and by accepting this Restricted Stock Award agrees to bear, all taxes of any nature, including any income tax, withholding tax, social insurance, payroll tax, fringe benefit tax, payment on account, interest, penalties or other tax related items arising out of the grant of this Restricted Stock Award, the vesting of this Restricted Stock Award or the subsequent sale of the shares of Stock (collectively, the "Tax Items"), that are legally imposed upon Participa...nt in connection with this Restricted Stock Award, and the Company or any Subsidiary, as applicable, does not assume, and will not be liable to any party for, any cost or liability arising in connection with such Tax Items legally imposed on Participant. The Company has not provided any tax advice with respect to this Restricted Stock Award or the disposition of the shares of Stock. Participant should obtain advice from an appropriate independent professional adviser with respect to the tax implications of any aspect of this Restricted Stock Award, including the grant or vesting of this Restricted Stock Award or the subsequent sale of any shares of Stock. (b)In the event that the Company or any Subsidiary qualified to deduct tax at source, is required to withhold any Tax Items as a result of any event occurring in connection with the Restricted Stock Award, the Company or any Subsidiary, as applicable, will satisfy Tax Items by withholding, from the shares of Stock to be released to the Participant upon vesting, a number of shares of Stock having an aggregate fair market value equal to the amount of the Tax Items. The number of shares of Stock withheld to satisfy the Tax Items will be rounded up to the nearest whole share. Depending on the withholding method, the Company or any Subsidiary, as applicable, may withhold or account for Tax Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum applicable rates, in which case Participant may receive a refund of any over-withheld amount in cash and will have no entitlement to the Stock equivalent. Once the Tax Items have been satisfied by withholding a number of shares of Stock for tax purposes, the Participant is deemed to have been issued the full number of shares of Stock subject to the Restricted Stock Award. The Participant shall pay the Tax Items that the Company may be required to withhold if the Tax Items cannot be satisfied by the means previously described. The Company has sole discretion to require or permit the Participant to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising withholding obligations. No shares of Stock will be issued unless and until satisfactory arrangements (as determined by the Company) have been made by the Participant with respect to the payment of any income and other taxes which the Company determines must be withheld or collected with respect to such shares. By accepting this award, Participant expressly consents to the withholding of shares of Stock and to any additional cash withholding as provided for in this paragraph. (c)Participant acknowledges and agrees that the ultimate liability for any Tax Items legally due by Participant is and remains Participant's responsibility and that the Company and/or any Subsidiary, as applicable, (a) make no representations nor undertakings regarding the treatment of any such Tax Items in connection with any aspect of this Restricted Stock Award, including the grant or vesting of this Restricted Stock Award or the subsequent sale of the shares of Stock acquired from this Restricted Stock Award; and (b) do not commit to structure the terms or any aspect of this Restricted Stock Award to reduce or eliminate the Participant's liability for such Tax Items. The Company may refuse to release the shares of Stock if Participant fails to comply with Participant's obligations in connection with the satisfaction of the Tax Items. View More
Tax Withholding. (a)Participant (i)Participant is responsible for, and by accepting this the Restricted Stock Award Units agrees to bear, all taxes of any nature, including any income tax, withholding tax, social insurance, payroll tax, fringe benefit tax, payment on account, interest, penalties or other tax related items arising out of the grant of this the Restricted Stock Award, Units, the vesting of this the Restricted Stock Award Units, the distribution of the shares underlying the Restricted Stock Units, o...r the subsequent sale of the shares of Stock (collectively, the "Tax Items"), that are legally imposed upon Participant in connection with this the Restricted Stock Award, Units, and the Company or any Subsidiary, as applicable, does not assume, and will not be liable to any party for, any cost or liability arising in connection with such Tax Items legally imposed on Participant. The Company has not provided any tax advice with respect to this the Restricted Stock Award Units or the disposition of the shares of Stock. shares. Participant should obtain advice from an appropriate independent professional adviser with respect to the tax implications of any aspect of this the Restricted Stock Award, Units, including the grant or vesting of this the Restricted Stock Award Units or the subsequent sale of any shares of Stock. (b)In shares. (j)In the event that the Company or the Employer, including any Subsidiary qualified to deduct tax at source, is required to withhold any Tax Items as a result of any event occurring in connection with the Restricted Stock Award, Units, the Company or any Subsidiary, as applicable, the Employer will satisfy Tax Items by withholding, from the shares of Stock to be released delivered to the Participant upon vesting, a number of shares of Stock having an aggregate fair market value equal to the amount of the Tax Items. The number of shares of Stock withheld to satisfy the Tax Items will be rounded up to the nearest whole share. Depending on the withholding method, the Company or any Subsidiary, as applicable, the Employer may withhold or account for Tax Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum applicable rates, in which case Participant may receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. Once the Tax Items have been satisfied by withholding a number of shares of Stock for tax purposes, the Participant is deemed to have been issued the full number of shares of Stock subject to the Restricted Stock Award. release tranche in this grant. The Participant shall pay the Tax Items that the Company may be required to withhold if the Tax Items cannot be satisfied by the means previously described. The Company has sole discretion to require or permit the Participant to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising withholding obligations. No shares of Stock will be issued unless and until satisfactory arrangements (as determined by the Company) have been made by the Participant with respect to the payment of any income and other taxes which the Company determines must be withheld or collected with respect to such shares. By accepting this award, Participant expressly consents to the withholding of shares of Stock and to any additional cash withholding as provided for in this paragraph. (c)Participant (k)Participant acknowledges and agrees that the ultimate liability for any Tax Items legally due by Participant is and remains Participant's responsibility and that the Company and/or any Subsidiary, as applicable, the Employer (a) make no representations nor undertakings regarding the treatment of any such Tax Items in connection with any aspect of this the Restricted Stock Award, Units, including the grant or vesting of this the Restricted Stock Award Units, the distribution of the shares underlying the Restricted Stock Units, or the subsequent sale of the shares of Stock acquired from this the Restricted Stock Award; Units; and (b) do not commit to structure the terms or any aspect of this the Restricted Stock Award Units to reduce or eliminate the Participant's liability for such Tax Items. The Company may refuse to release deliver the shares of Stock if Participant fails to comply with Participant's obligations in connection with the satisfaction of the Tax Items. View More
Tax Withholding. (a)Participant is responsible for, and by accepting this Restricted Stock Award agrees to bear, all taxes of any nature, including any income tax, withholding tax, social insurance, payroll tax, fringe benefit tax, payment on account, interest, taxes, interest or penalties or other tax related items arising out of the grant of this Restricted Stock Award, the vesting of this Restricted Stock Award or the subsequent sale of the shares of Stock (collectively, the "Tax Items"), Shares, that are leg...ally imposed upon Participant in connection with this Restricted Stock Award, and the Company or any Subsidiary, as applicable, does not assume, and will not be liable to any party for, any cost or liability arising in connection with such Tax Items tax liability legally imposed on Participant. The Company has not provided any tax advice with respect to this Restricted Stock Award or the disposition of the shares of Stock. Shares. Participant should obtain advice from an appropriate independent professional adviser with respect to the tax taxation implications of any aspect of this Restricted Stock Award, including the grant or vesting of this Restricted Stock Award or the subsequent sale of any shares of Stock. Shares. (b)In the event that the Company or the Participant's employer, including any Subsidiary qualified to deduct tax at source, source (the "Employer"), is required to withhold any Tax Items amount (including in connection with income tax, employment or payroll taxes, social security contributions or other similar amounts, with such obligation in aggregate referred to herein as the "Tax Items") as a result of any event occurring in connection with the this Restricted Stock Award, Participant shall make a cash, check or wire payment to the Company as necessary to cover all applicable Tax Items at or prior to the time the event giving rise to the Tax Items occurs; or (a) the Employee can elect a "sell-to-cover" option where the employee sells a portion of their vested shares to pay the tax liability, (b) elect a "same day sale" option where the employee sells all of their vested shares of which a portion of the proceeds will be used to pay the tax liability, (c) the Company or any Subsidiary, as applicable, will satisfy Tax Items by withholding, from the shares of Employer has the right, and Participant in accepting this Restricted Stock Award explicitly authorizes the Company, to be released to the Participant upon vesting, a number of shares of Stock having deduct an aggregate fair market value amount equal to the amount of the Tax Items. The number of shares of Stock withheld to satisfy the Tax Items will be rounded up to from the nearest whole share. Depending on the withholding method, Participant's compensation or (d) the Company or any Subsidiary, as applicable, may withhold or account for establish alternative procedures to ensure satisfaction of all applicable Tax Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum applicable rates, arising in which case Participant may receive a refund of any over-withheld amount in cash and will have no entitlement to the Stock equivalent. Once the Tax Items have been satisfied by withholding a number of shares of Stock for tax purposes, the Participant is deemed to have been issued the full number of shares of Stock subject to the connection with this Restricted Stock Award. The Participant shall pay will receive a cash refund for any payment of cash or fraction of a surrendered share not necessary to satisfy the Tax Items that the Company may be required to withhold if the Tax Items cannot be satisfied by the means previously described. The Company has sole discretion to require or permit the Participant to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising withholding obligations. No shares of Stock will be issued unless and until satisfactory arrangements (as determined by the Company) have been made by the Participant with respect to the payment of any income and other taxes which the Company determines must be withheld or collected with respect to such shares. By accepting this award, Participant expressly consents to the withholding of shares of Stock and to any additional cash withholding as provided for in this paragraph. Items. (c)Participant acknowledges and agrees that the ultimate liability for any Tax Items tax-related item legally due by Participant is and remains Participant's responsibility and that the Company and/or any Subsidiary, as applicable, and or the Employer (a) make no representations nor undertakings regarding the treatment of any such Tax Items tax items in connection with any aspect of this Restricted Stock Award, including the grant or vesting of this Restricted Stock Award or the subsequent sale of the shares of Stock Shares acquired from this Restricted Stock Award; and (b) do not commit to structure the terms or any aspect of this Restricted Stock Award to reduce or eliminate the Participant's liability for such Tax Items. tax items. The Company may refuse to release deliver the shares of Stock Shares if Participant fails to comply with Participant's obligations in connection with the satisfaction of the Tax Items. View More
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Tax Withholding. The Company may withhold from any and all amounts payable under this Agreement such federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.
Tax Withholding. The Company may withhold from any and all amounts payable under this Agreement such federal, state and (such as Federal, state, local taxes or foreign taxes) as may shall be required to be withheld pursuant to any applicable law or regulation.
Tax Withholding. The Company may deduct and withhold from any and all amounts payable under this Agreement such federal, state and state, local or other taxes as may be are required or permitted to be withheld pursuant to any applicable law or regulation.
Tax Withholding. The Company may withhold from any and all amounts payable under this Agreement such federal, state and state, local or foreign taxes as may shall be required to be withheld pursuant to any applicable law or regulation.
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Tax Withholding. All payments made pursuant to this Agreement will be subject to withholding of applicable taxes.
Tax Withholding. All payments made to Executive pursuant to this Agreement will be subject to withholding of applicable taxes.
Tax Withholding. All payments payments, as before, made pursuant to this Agreement will be subject to withholding of applicable taxes.
Tax Withholding. All payments made pursuant to this Agreement will be subject to any required withholding of applicable taxes.
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Tax Withholding. Vesting and settlement of the RSUs shall be subject to the Participant satisfying any applicable U.S. Federal, state and local tax withholding obligations and non-U.S. tax withholding obligations. Unless otherwise provided by the Committee, tax withholding shall be at the applicable minimum statutory rate and shall be satisfied by the Company withholding Shares that would otherwise be deliverable to the Participant upon settlement of the RSUs with a Fair Market Value equal to such withholding li...ability. The Committee shall have the right and is hereby authorized to withhold from any amounts payable to the Participant in connection with the RSUs or otherwise the amount of any required withholding taxes in respect of the RSUs, its settlement or any payment or transfer of the RSUs or under the Plan and to take any such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. View More
Tax Withholding. Vesting and settlement of the RSUs shall be subject to the Participant satisfying any applicable U.S. Federal, state and local tax withholding obligations and non-U.S. tax withholding obligations. Unless otherwise provided by the Committee, [Committee], tax withholding shall be at the applicable minimum statutory rate and shall be satisfied by the Company withholding Shares that would otherwise be deliverable to the Participant upon settlement of the RSUs with a Fair Market Value equal to such w...ithholding liability. The Committee [Committee] shall have the right and is hereby authorized to withhold from any amounts payable to the Participant in connection with the RSUs or otherwise the amount of any required withholding taxes in respect of the RSUs, its settlement or any payment or transfer of the RSUs or under the Plan and to take any such other action as the Committee [Committee] deems necessary to satisfy all obligations for the payment of such withholding taxes. View More
Tax Withholding. Vesting and settlement of the RSUs shall be subject to the Participant satisfying any applicable U.S. Federal, state and local tax withholding obligations and non-U.S. tax withholding obligations. Unless otherwise provided by the Committee, Company, tax withholding shall be at the applicable minimum statutory rate and shall be satisfied by the rate. The Company withholding Shares that would otherwise be deliverable to the Participant upon settlement of the RSUs with a Fair Market Value equal to ...such withholding liability. The Committee shall have the right and is hereby authorized to withhold from any amounts payable to the Participant in connection with the RSUs or otherwise the amount of any required withholding taxes in respect of the RSUs, its settlement or any payment or transfer of the RSUs or under the Plan and to take any such other action as the Committee deems or the Company deem necessary to satisfy all obligations for the payment of such withholding taxes. The Participant may satisfy, in whole or in part, the tax obligations by authorizing the Company to withhold Shares that would otherwise be deliverable to the Participant upon settlement of the RSUs with a Fair Market Value equal to such withholding liability. View More
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Tax Withholding. The Participant will make adequate provision to satisfy the Tax-Related Items withholding obligations, if any, of the Company and/or the applicable Designated Company which arise with respect to Participant's participation in the Plan or upon the disposition of the shares of the Common Stock. The Company and/or the Designated Company may, but will not be obligated to, withhold from the Participant's compensation or any other payments due the Participant the amount necessary to meet such withhold...ing obligations, withholding a sufficient whole number of shares of Common Stock issued following exercise having an aggregate value sufficient to pay the Tax-Related Items or withhold from the proceeds of the sale of shares of Common Stock, either through a voluntary sale or a mandatory sale arranged by the Company or any other method of withholding that the Company and/or the Designated Company deems appropriate. The Company and/or the Designated Company will have the right to take such other action as may be necessary in the opinion of the Company or a Designated Company to satisfy withholding and/or reporting obligations for such Tax-Related Items. The Company shall not be required to issue any shares of Common Stock under the Plan until such obligations are satisfied. View More
Tax Withholding. The Participant will make adequate provision to satisfy the Tax-Related Items withholding obligations, if any, of the Company and/or the applicable Designated Company which arise with respect to Participant's participation in the Plan or upon the disposition of the shares of the Common Stock. The Company and/or the Designated Company may, but will not be obligated to, withhold from the Participant's compensation or any other payments due the Participant the amount necessary to meet such withhold...ing obligations, withholding a sufficient whole number of shares of Common Stock issued following exercise having an aggregate value sufficient to pay the Tax-Related Items obligations or withhold from the proceeds of the sale of shares of Common Stock, either through a voluntary sale or a mandatory sale arranged by the Company Stock or any other method of withholding that the Company and/or the Designated Company deems appropriate. The Company and/or the Designated Company will have the right to take such other action as may be necessary in the opinion of the Company or a Designated Company to satisfy withholding and/or reporting obligations for such Tax-Related Items. The Company shall not be required to issue any shares of Common Stock under the Plan until such obligations are satisfied. View More
Tax Withholding. The Participant will make adequate provision to satisfy the Tax-Related Items withholding obligations, if any, of the Company and/or the applicable Designated Company which arise with respect to Participant's participation in the Plan or upon the disposition of the shares of the Common Stock. The Company and/or the Designated Company may, but will not be obligated to, withhold from the Participant's compensation or any other payments due the Participant the amount necessary to meet such withhold...ing obligations, withholding a sufficient whole number of shares of Common Stock issued following exercise having an aggregate value sufficient to pay the Tax-Related Items obligations or withhold from the proceeds of the sale of shares of Common Stock, either through a voluntary sale or a mandatory sale arranged by the Company Stock or any other method of withholding that the Company and/or the Designated Company deems appropriate. The Company and/or the Designated Company will have the right to take such other action as may be necessary in the opinion of the Company or a Designated Company to satisfy withholding and/or reporting obligations for such Tax-Related Items. The Company shall not be required to issue any shares of Common Stock under the Plan until such obligations are satisfied. View More
Tax Withholding. The Participant will make adequate provision to satisfy the Tax-Related Items withholding obligations, if any, of the Company and/or the applicable Designated Company which arise with respect to Participant's participation in the Plan or upon the disposition of the shares of the Common Stock. The Company and/or the Designated Company may, but will not be obligated to, withhold from the Participant's compensation or any other payments due the Participant the amount necessary to meet such withhold...ing obligations, withholding a sufficient whole number of shares of Common Stock issued following exercise having an aggregate value sufficient to pay the Tax-Related Items obligations or withhold from the proceeds of the sale of shares of Common Stock, either through a voluntary sale or a mandatory sale arranged by the Company Stock or any other method of withholding that the Company and/or the Designated Company deems appropriate. The Company and/or the Designated Company will have the right to take such other action as may be necessary in the opinion of the Company or a Designated Company to satisfy withholding and/or reporting obligations for such Tax-Related Items. The Company shall not be required to issue any shares of Common Stock under the Plan until such obligations are satisfied. View More
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