Taxes Clause Example with 89 Variations from Business Contracts
This page contains Taxes 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.
Taxes. (a) Withholding Requirements. Prior to the delivery of any Shares or cash pursuant to an Award (or exercise thereof) or such earlier time as any tax withholding obligations are due, the Company will have the power and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy federal, state, local, foreign or other taxes (including the Participant's FICA obligation) required to be withheld with respect to such Award (or exercise thereof). (...b) Withholding Arrangements. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit a Participant to satisfy such tax withholding obligation, in whole or in part by (without limitation) (a) paying cash, (b) electing to have the Company withhold otherwise deliverable cash or Shares having a Fair Market Value equal to the minimum statutory amount required to be withheld, or (c) delivering to the Company already-owned Shares having a Fair Market Value equal to the minimum statutory amount required to be withheld. The Fair Market Value of the Shares to be withheld or delivered will be determined as of the date that the taxes are required to be withheld. (c) Compliance With Code Section 409A. Awards will be designed and operated in such a manner that they are either exempt from the application of, or comply with, the requirements of Code Section 409A such that the grant, payment, settlement or deferral will not be subject to the additional tax or interest applicable under Code Section 409A, except as otherwise determined in the sole discretion of the Administrator. The Plan and each Award Agreement under the Plan is intended to meet the requirements of Code Section 409A and will be construed and interpreted in accordance with such intent, except as otherwise determined in the sole discretion of the Administrator. To the extent that an Award or payment, or the settlement or deferral thereof, is subject to Code Section 409A, the Award will be granted, paid, settled or deferred in a manner that will meet the requirements of Code Section 409A, such that the grant, payment, settlement or deferral will not be subject to the additional tax or interest applicable under Code Section 409A.View More
Variations of a "Taxes" Clause from Business Contracts
Taxes. (a) Withholding Requirements. Prior to Taxes and Similar Obligations. As a condition of the delivery grant, vesting and exercise of an Award, the Participant (or in the case of the Participant's death or a permitted transferee, the person holding or exercising the Award) shall make such arrangements as the Administrator may require for the satisfaction of any applicable U.S. federal, state, local or foreign tax, withholding, and any other required deductions or payments that may arise in connect...ion with such Award. The Company shall not be required to issue any Shares or cash pursuant to an Award (or exercise thereof) or under the Plan until such earlier time as any tax withholding obligations are due, satisfied. (b) Satisfaction of Obligations. To the Company will have extent permitted by Applicable Laws, the power and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy federal, state, local, foreign or other taxes (including the Participant's FICA obligation) required to be withheld with respect to such Award (or exercise thereof). (b) Withholding Arrangements. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit a Participant to satisfy such tax withholding obligation, taxes and other similar obligations, in whole or in part by (without limitation) (a) (i) paying cash, (b) (ii) electing to have the Company withhold otherwise deliverable cash or Shares having a Fair Market Value equal to the minimum statutory amount required to be withheld, or (c) (iii) delivering to the Company already-owned Shares having a Fair Market Value equal to the minimum statutory amount required to be withheld, provided the delivery of such Shares will not result in any adverse accounting consequences, as the Administrator determines in its sole discretion, or (iv) selling a sufficient number of Shares otherwise deliverable to the Participant through such means as the Administrator may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld. Unless specifically permitted by the Administrator, any Shares withheld must be limited to avoid financial accounting charges under applicable accounting guidance, and any surrendered Shares must have been previously held for any minimum duration required to avoid financial accounting charges under applicable accounting guidance. Further, any surrender of Shares to the Company may be subject to restrictions, including, but not limited to, any restrictions required by rules of the Securities and Exchange Commission. The Fair Market Value of the Shares to be withheld or delivered will be determined as of the date that the taxes obligations are required to be withheld. (c) Compliance With Code Section 409A. Awards satisfied. 16. No Effect on Employment or Service. Neither the Plan nor any Award will be designed and operated confer upon a Participant any right with respect to continuing the Participant's relationship as a Service Provider with the Company, nor will they interfere in any way with the Participant's right or the Company's right to terminate such a manner that they are either exempt from the application of, relationship at any time, with or comply with, the requirements of Code Section 409A such that the grant, payment, settlement or deferral will not be subject without cause, to the additional tax or interest applicable under Code Section 409A, except as otherwise determined in the sole discretion of the Administrator. The Plan and each Award Agreement under the Plan is intended to meet the requirements of Code Section 409A and will be construed and interpreted in accordance with such intent, except as otherwise determined in the sole discretion of the Administrator. To the extent that an Award or payment, or the settlement or deferral thereof, is subject to Code Section 409A, the Award will be granted, paid, settled or deferred in a manner that will meet the requirements of Code Section 409A, such that the grant, payment, settlement or deferral will not be subject to the additional tax or interest applicable under Code Section 409A. permitted by Applicable Laws. View More
Taxes. (a) Withholding Requirements. Prior As a condition of the grant, vesting and exercise of an Award, prior to the delivery of any Shares or cash pursuant to an Award (or exercise thereof) or such earlier time as any tax withholding obligations withholdings are due, the Company will (or any of its Parent, Subsidiaries, or Affiliates employing or retaining the services of a Participant, as applicable) shall have the power and the right to deduct or withhold, or require the Participant (or in the cas...e of the Participant's death or a Participant permitted transferee, the person holding or exercising the Award) to remit to the Company, Company (or any of its Parent, Subsidiaries, or Affiliates, as applicable) or a relevant tax authority, an amount sufficient to satisfy any applicable U.S. federal, state, local, foreign local or non-U.S. taxes, withholdings, and any other taxes required deductions or payments that may arise in connection with such Award (including the Participant's FICA obligation) or other social insurance contribution obligation). The Company shall not be required to be withheld with respect to issue any Shares under the Plan until such Award (or exercise thereof). (b) Withholding Arrangements. obligations are satisfied. b) The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit a Participant (or in the case of the Participant's death or a permitted transferee, the person holding or exercising the Award) to satisfy all or part of his or her tax, withholding, or any other required deductions or payments by such tax withholding obligation, in whole or in part by (without limitation) methods as the Administrator shall determine, including without limitation: (a) paying cash, check or other cash equivalents, (b) electing to have the Company withhold otherwise deliverable cash or Shares having a Fair Market Value fair market value equal to the minimum statutory amount required to be withheld, withheld or such greater amount as the Administrator may determine if such amount would not have adverse accounting consequences, as the Administrator determines in its sole discretion, (c) delivering to the Company already-owned Shares having a Fair Market Value fair market value equal to the minimum statutory amount required to be withheld. withheld or such greater amount as the Administrator may determine, in each case, provided the delivery of such Shares will not result in any adverse accounting consequences, as the Administrator determines in its sole discretion, (d) selling a sufficient number of Shares otherwise deliverable to the Participant through such means as the Administrator may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld or paid, including with respect to an Option, a Cashless Exercise; provided that, unless specifically permitted by the Company, any such Cashless Exercise must be an approved broker-assisted Cashless Exercise or the Shares withheld in the Cashless Exercise must be limited to avoid financial accounting charges under applicable accounting guidance and any such surrendered Shares must have been previously held for any minimum duration required to avoid financial accounting charges under applicable accounting guidance; (e) such other consideration and method of payment for the meeting of tax liabilities or withholding obligations as the Administrator may determine to the extent permitted by Applicable Laws, or (f) any combination of the foregoing methods of payment. Any payment of taxes by surrendering Shares to the Company may be subject to restrictions, including, but not limited to, any restrictions required by rules of the Securities and Exchange Commission. The Fair Market Value amount of the withholding obligation will be deemed to include any amount which the Administrator agrees may be withheld at the time the election is made, not to exceed the amount determined by using the maximum federal, state or local marginal income tax rates applicable to the Participant with respect to the Award on the date that the amount of tax to be withheld is to be determined or such greater amount as the Administrator may determine if such amount would not have adverse accounting consequences, as the Administrator determines in its sole discretion. The fair market value of the Shares to be withheld or delivered will be determined as of the date that the taxes are required to be withheld. (c) Compliance With Code Section 409A. Awards will For the avoidance of doubt, the determination of fair market value for purposes of tax withholding may be designed and operated made in such a manner that they are either exempt from the application of, or comply with, the requirements of Code Section 409A such that the grant, payment, settlement or deferral will not be Administrator's sole discretion subject to Applicable Laws and is not required to be consistent with the additional tax or interest applicable under Code Section 409A, except as otherwise determined in the sole discretion determination of the Administrator. The Plan and each Award Agreement under the Plan is intended to meet the requirements of Code Section 409A and will be construed and interpreted in accordance with such intent, except as otherwise determined in the sole discretion of the Administrator. To the extent that an Award or payment, or the settlement or deferral thereof, is subject to Code Section 409A, the Award will be granted, paid, settled or deferred in a manner that will meet the requirements of Code Section 409A, such that the grant, payment, settlement or deferral will not be subject to the additional tax or interest applicable under Code Section 409A. fair market value for other purposes. View More
Taxes. (a) Withholding Requirements. Prior to the delivery of any Shares or cash pursuant to an Award (or exercise thereof) or such earlier prior to any time as any tax withholding obligations the Award or Shares are due, subject to taxation or other Tax-Related Items, the Company and/or the Participant's employer will have the power and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy federal, state, local, foreign any Tax-Related Items... or other taxes (including the Participant's FICA obligation) items that are required to be withheld or deducted or otherwise applicable with respect to such Award (or exercise thereof). Award. (b) Withholding Arrangements. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit a Participant to satisfy such tax withholding obligation, or deduction obligations or any other Tax-Related Items, in whole or in part by (without limitation) (a) paying cash, (b) electing to have the Company withhold otherwise deliverable cash or Shares having a Fair Market Value equal to the minimum statutory amount required to be withheld, Shares, or (c) delivering to the Company already-owned Shares; provided that, unless specifically permitted by the Company, any proceeds derived from a cashless 20 exercise must be an approved broker-assisted cashless exercise or the cash or Shares having a Fair Market Value equal withheld or delivered must be limited to avoid financial accounting charges under applicable accounting guidance or Shares must have been previously held for the minimum statutory amount duration required to be withheld. avoid financial accounting charges under applicable accounting guidance. The Fair Market Value of the Shares to be withheld or delivered will be determined as of the date based on such methodology that the taxes are required Company deems to be withheld. reasonable and in accordance with Applicable Laws. (c) Compliance With Code Section 409A. 409A of the Code. Awards will be designed and operated in such a manner that they are either exempt from the application of, or comply with, the requirements of Code Section 409A of the Code such that the grant, payment, settlement or deferral will not be subject to the additional tax or interest applicable under Code Section 409A, except as otherwise determined in the sole discretion 409A of the Administrator. Code. The Plan and each Award Agreement under the Plan is intended to meet the requirements of Code Section 409A of the Code (or an exemption therefrom) and will be construed and interpreted in accordance with such intent, except as otherwise determined in the sole discretion of the Administrator. To the extent that an Award or payment, or the settlement or deferral thereof, is subject to Section 409A of the Code Section 409A, the Award will be granted, paid, settled or deferred in a manner that will meet the requirements of Section 409A of the Code Section 409A, (or an exemption therefrom), such that the grant, payment, settlement or deferral will not be subject to the additional tax or interest applicable under Section 409A of the Code. In no event will the Company be responsible for or reimburse a Participant for any taxes or other penalties incurred as a result of applicable of Section 409A of the Code. (d) Limitation on Payments. If any payment or benefit that a Participant would receive from the Company, any Subsidiary or any other party whether in connection with the provisions in this Plan or otherwise (the "Payment") would (i) constitute a "parachute payment" within the meaning of Section 280G of the Code and (ii) but for this sentence, be subject to the excise tax imposed by Section 409A. 4999 of the Code (the "Excise Tax"), then the Payment shall be equal to the Best Results Amount. The "Best Results Amount" shall be either (x) the full amount of the Payment or (y) a lesser amount that would result in no portion of the Payment being subject to the Excise Tax, whichever of those amounts, taking into account the applicable federal, state and local employment taxes, income taxes and the Excise Tax, results in the Participant's receipt, on an after-tax basis, of the greater amount. If a reduction in payments or benefits constituting parachute payments is necessary so that the Payment equals the Best Results Amount, reduction shall occur in the following order: reduction of cash payments; cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is to be reduced, the acceleration of vesting shall be cancelled in the reverse order of the date of grant of the Participant's equity awards. Participants shall be solely responsible for the payment of all personal tax liability that is incurred as a result of the payments and benefits received under this Plan, and Participants shall not be reimbursed by the Company for any of those payments of personal tax liability. View More
Taxes. (a) Withholding Requirements. Prior to the delivery of any Shares or cash pursuant to an a Restricted Stock Unit Award (or exercise thereof) or such earlier prior to any time as any tax withholding obligations the Restricted Stock Unit Award or Shares are due, subject to taxation or other Tax-Related Items, the Company and/or the Participant's employer will have the power and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy federa...l, state, local, foreign any Tax-Related Items or other taxes (including the Participant's FICA obligation) items that are required to be withheld or deducted or otherwise applicable with respect to such Award (or exercise thereof). Restricted Stock Unit Award. (b) Withholding Arrangements. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit a Participant to satisfy such tax withholding obligation, or deduction obligations or any other Tax-Related Items, in whole or in part by (without limitation) (a) paying cash, (b) electing to have the Company withhold otherwise deliverable cash or Shares having a Fair Market Value equal to the minimum statutory amount required to be withheld, Shares, or (c) delivering to the Company already-owned Shares having a Fair Market Value equal to the minimum statutory amount required to be withheld. Shares. The Fair Market Value of the Shares to be withheld or delivered will be determined as of the date based on such methodology that the taxes are required Company deems to be withheld. reasonable and in accordance with Applicable Laws. (c) Compliance With Code Section 409A. 409A of the Code. Restricted Stock Unit Awards will be designed and operated in such a manner that they are either exempt from the application of, or comply with, the requirements of Code Section 409A of the Code such that the grant, payment, settlement or deferral will not be subject to the additional tax or interest applicable under Code Section 409A, except as otherwise determined in the sole discretion 409A of the Administrator. Code. The Plan and each Award Agreement under the Plan is intended to meet the requirements of Code Section 409A of the Code (or an exemption therefrom) and will be construed and interpreted in accordance with such intent, except as otherwise determined in the sole discretion of the Administrator. To the extent that an a Restricted Stock Unit Award or payment, or the settlement or deferral thereof, is subject to Section 409A of the Code Section 409A, the Restricted Stock Unit Award will be granted, paid, settled or deferred in a manner that will meet the requirements of Section 409A of the Code Section 409A, (or an exemption therefrom), such that the grant, payment, settlement or deferral will not be subject to the additional tax or interest applicable under Code Section 409A. 409A of the Code. In no event will the Company be responsible for or reimburse a Participant for any taxes or other penalties incurred as a result of the application of Section 409A of the Code. View More
Taxes. (a) Withholding Requirements. Prior As a condition of the grant, vesting and exercise of an Award, and prior to the delivery of any Shares or cash pursuant to an Award (or exercise thereof) or such earlier time as any tax withholding obligations are due, Award, the Company will have the power and the right to deduct or withhold, or require Participant (or in the case of the Participant's death or a Participant permitted transferee, the person holding or exercising the Award) to remit to the Comp...any, an amount sufficient to satisfy U.S. federal, state, local, foreign state or local taxes, non-U.S. taxes, or other taxes (including the social security contributions and social security premiums and Participant's FICA obligation) required to be withheld with respect to such Award (or exercise thereof). The Company shall not be required to issue any Shares or other consideration under the Plan until such obligations are satisfied. (b) Withholding Arrangements. The Administrator, in its sole discretion and pursuant Administrator may, to such procedures as it may specify from time to time, may the extent permitted under Applicable Laws, permit a Participant (or in the case of the Participant's death or a permitted transferee, the person holding or exercising the Award) to satisfy such all or part of his or her tax withholding obligation, in whole and social security contributions and social security premiums,, withholding, or in part any other required deductions or payments by (without limitation) (a) (i) paying cash, (b) (ii) electing to have the Company withhold otherwise deliverable cash or Shares having a Fair Market Value equal to fair market value not in excess of the minimum maximum statutory amount required to be withheld, withheld (including through a Cashless Exercise), or (c) (iii) delivering to the Company already-owned Shares having a Fair Market Value equal to not in excess of the minimum maximum statutory amount required to be withheld. The Fair Market Value Any payment of taxes, social security contributions and social security premiums by surrendering Shares to the Company may be subject to restrictions, 18 including, but not limited to, any restrictions required by rules of the Shares to be withheld or delivered will be determined as of the date that the taxes are required to be withheld. Securities and Exchange Commission. (c) Compliance With Code Section 409A. Awards will be designed and operated in such a manner that they are either exempt from the application of, or comply with, the requirements of Code Section 409A such that the grant, payment, settlement or deferral will not be subject to the additional tax or interest applicable under Code Section 409A, except as otherwise determined in the sole discretion of the Administrator. The Plan and each Award Agreement under the Plan is intended to meet the requirements of Code Section 409A and will be construed and interpreted in accordance with such intent, except as otherwise determined in the sole discretion of the Administrator. To the extent that an Award or payment, or the settlement or deferral thereof, is subject to Code Section 409A, 409A the Award will be granted, paid, settled or deferred in a manner that will meet the requirements of Code Section 409A, such that the grant, payment, settlement or deferral will not be subject to the additional tax or interest applicable under Code Section 409A. In no event will the Company (or any Parent, Subsidiary, or Affiliate of the Company, as applicable) reimburse a Participant for any taxes imposed or other costs incurred as a result of Section 409A. View More
Taxes. (a) Withholding Requirements. Prior As a condition of the grant, vesting and exercise of an Award, and prior to the delivery of any Shares or cash pursuant to an Award (or exercise thereof) or such earlier time as any tax withholding obligations are due, Award, the Company will have the power and the right to deduct or withhold, or require Participant (or in the case of the Participant's death or a Participant permitted transferee, the person holding or exercising the Award) to remit to the Comp...any, an amount sufficient to satisfy U.S. federal, state, local, foreign state or local taxes, non-U.S. taxes, or other taxes (including the social security contributions and social security premiums and Participant's FICA obligation) required to be withheld with respect to such Award (or exercise thereof). The Company shall not be required to issue any Shares or other consideration under the Plan until such obligations are satisfied. (b) Withholding Arrangements. The Administrator, in its sole discretion and pursuant Administrator may, to such procedures as it may specify from time to time, may the extent permitted under Applicable Laws, permit a Participant (or in the case of the Participant's death or a permitted transferee, the person 18 holding or exercising the Award) to satisfy such all or part of his or her tax withholding obligation, in whole and social security contributions and social security premiums,, withholding, or in part any other required deductions or payments by (without limitation) (a) (i) paying cash, (b) (ii) electing to have the Company withhold otherwise deliverable cash or Shares having a Fair Market Value equal to fair market value not in excess of the minimum maximum statutory amount required to be withheld, withheld (including through a Cashless Exercise), or (c) (iii) delivering to the Company already-owned Shares having a Fair Market Value equal to not in excess of the minimum maximum statutory amount required to be withheld. The Fair Market Value Any payment of taxes, social security contributions and social security premiums by surrendering Shares to the Company may be subject to restrictions, including, but not limited to, any restrictions required by rules of the Shares to be withheld or delivered will be determined as of the date that the taxes are required to be withheld. Securities and Exchange Commission. (c) Compliance With Code Section 409A. Awards will be designed and operated in such a manner that they are either exempt from the application of, or comply with, the requirements of Code Section 409A such that the grant, payment, settlement or deferral will not be subject to the additional tax or interest applicable under Code Section 409A, except as otherwise determined in the sole discretion of the Administrator. The Plan and each Award Agreement under the Plan is intended to meet the requirements of Code Section 409A and will be construed and interpreted in accordance with such intent, except as otherwise determined in the sole discretion of the Administrator. To the extent that an Award or payment, or the settlement or deferral thereof, is subject to Code Section 409A, 409A the Award will be granted, paid, settled or deferred in a manner that will meet the requirements of Code Section 409A, such that the grant, payment, settlement or deferral will not be subject to the additional tax or interest applicable under Code Section 409A. In no event will the Company (or any Parent, Subsidiary, or Affiliate of the Company, as applicable) reimburse a Participant for any taxes imposed or other costs incurred as a result of Section 409A. View More
Taxes. (a) Withholding Requirements. Prior As a condition of the grant, vesting and exercise of an Award, and prior to the delivery of any Shares or cash pursuant to an Award (or exercise thereof) or such earlier time as any tax withholding obligations are due, Award, the Company will have the power and the right to deduct or withhold, or require Participant (or in the case of the Participant's death or a Participant permitted transferee, the person holding or exercising the Award) to remit to the Comp...any, an amount sufficient to satisfy U.S. federal, state, local, foreign state or local taxes, non-U.S. taxes, or other taxes (including the social security contributions and social security premiums and Participant's FICA obligation) required to be withheld with respect to such Award (or exercise thereof). The Company shall not be required to issue any Shares or other consideration under the Plan until such obligations are satisfied. (b) Withholding Arrangements. The Administrator, in its sole discretion and pursuant Administrator may, to such procedures as it may specify from time to time, may the extent permitted under Applicable Laws, permit a Participant (or in the case of the Participant's death or a permitted transferee, the person holding or exercising the Award) to satisfy such all or part of his or her tax withholding obligation, in whole and social security contributions and social security premiums,, withholding, or in part any other required deductions or payments by (without limitation) (a) (i) paying cash, (b) (ii) electing to have the Company withhold otherwise deliverable cash or Shares having a Fair Market Value equal to fair market value not in excess of the minimum maximum statutory amount required to be withheld, withheld (including through a Cashless Exercise), or (c) (iii) delivering to the Company already-owned Shares having a Fair Market Value equal to not in excess of the minimum maximum statutory amount required to be withheld. The Fair Market Value Any payment of taxes, social security contributions and social security premiums by surrendering Shares to the Company may be subject to restrictions, including, but not limited to, any restrictions required by rules of the Shares to be withheld or delivered will be determined as of the date that the taxes are required to be withheld. Securities and Exchange Commission. (c) Compliance With Code Section 409A. Awards will be designed and operated in such a manner that they are either exempt from the application of, or comply with, the requirements of Code Section 409A such that the grant, payment, settlement or deferral will not be subject to the additional tax or interest applicable under Code Section 409A, except as otherwise determined in the sole discretion of the Administrator. The Plan and each Award Agreement under the Plan is intended to meet the requirements of Code Section 409A and will be construed and interpreted in accordance with such intent, except as otherwise determined in the sole discretion of the Administrator. To the extent that an Award or payment, or the settlement or deferral thereof, is subject to Code Section 409A, 409A the Award will be granted, paid, settled or deferred in a manner that will meet the requirements of Code Section 409A, such that the grant, payment, settlement or deferral will not be subject to the additional tax or interest applicable under Code Section 409A. In no event will the Company (or any Parent, Subsidiary, or Affiliate of the Company, as applicable) reimburse a Participant for any taxes imposed or other costs incurred as a result of Section 409A. View More
Taxes. (a) Withholding Requirements. Prior to the delivery of any Shares or cash pursuant to an Award (or exercise thereof) or such earlier prior to any time as any tax withholding obligations the Award or Shares are due, subject to taxation or other Tax-Related Items, the Company and/or the Participant's employer will have the power and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy federal, state, local, foreign any Tax-Related Items... or other taxes (including the Participant's FICA obligation) items that are required to be withheld or deducted or otherwise applicable with respect to such Award (or exercise thereof). Award. (b) Withholding Arrangements. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit a Participant to satisfy such tax withholding obligation, or deduction obligations or any other Tax-Related Items, in whole or in part by (without limitation) (a) paying cash, (b) electing to have the Company withhold otherwise deliverable cash or Shares having a Fair Market Value equal to the minimum statutory amount required to be withheld, Shares, or (c) delivering to the Company already-owned Shares; provided that, unless specifically permitted by the Company, any proceeds derived from a cashless exercise must be an approved broker-assisted cashless exercise or the cash or Shares having a Fair Market Value equal withheld or delivered must be limited to avoid financial accounting charges under applicable accounting guidance or Shares must have been previously held for the minimum statutory amount duration required to be withheld. avoid financial accounting charges under applicable accounting guidance. The Fair Market Value of the Shares to be withheld or delivered will be determined as of the date based on such methodology that the taxes are required Company deems to be withheld. reasonable and in accordance with Applicable Laws. (c) Compliance With Code Section 409A. 409A of the Code. Awards will be designed and operated in such a manner that they are either exempt from the application of, or comply with, the requirements of Code Section 409A of the Code such that the grant, payment, settlement or deferral will not be subject to the additional tax or interest applicable under Code Section 409A, except as otherwise determined in the sole discretion 409A of the Administrator. Code. The Plan and each Award Agreement under the Plan is intended to meet the requirements of Code Section 409A of the Code (or an exemption therefrom) and will be construed and interpreted in accordance with such intent, except as otherwise determined in the sole discretion of the Administrator. To the extent that an Award or payment, or the settlement or deferral thereof, is subject to Section 409A of the Code Section 409A, the Award will be granted, paid, settled or deferred in a manner that will meet the requirements of Section 409A of the Code Section 409A, (or an exemption therefrom), such that the grant, payment, settlement or deferral will not be subject to the additional tax or interest applicable under Code Section 409A. 409A of the Code. In no event will the Company be responsible for or reimburse a Participant for any taxes or other penalties incurred as a result of applicable of Section 409A of the Code. 17. No Effect on Employment or Service. Neither the Plan nor any Award will confer upon a Participant any right with respect to continuing the Participant's relationship as a Service Provider with the Company or any Affiliate, nor will they interfere in any way with the Participant's right or the Company's or any Affiliate's right to terminate such relationship at any time, with or without cause, to the extent permitted by Applicable Laws. View More
Taxes. (a) Withholding (a)Withholding Requirements. Prior to the delivery of any Shares or cash pursuant to an Award (or exercise thereof) or such earlier time as any tax withholding obligations are due, -19- the Company will have the power and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy federal, state, local, foreign or other taxes (including the Participant's FICA obligation) required to be withheld with respect to such Award (or ...exercise thereof). (b) Withholding (b)Withholding Arrangements. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit a Participant to satisfy such tax withholding obligation, in whole or in part by (without limitation) (a) paying cash, (b) electing to have the Company withhold otherwise deliverable cash or Shares having a Fair Market Value equal to the minimum statutory amount required to be withheld, or (c) delivering to the Company already-owned Shares having a Fair Market Value equal to the minimum statutory amount required to be withheld. The Fair Market Value of the Shares to be withheld or delivered will be determined as of the date that the taxes are required to be withheld. (c) Compliance With Code Section 409A. (c)Section 409A Compliance. Awards will be designed and operated in such a manner that they granted hereunder are either exempt from the application of, or intended to comply with, with the requirements of Code Section 409A such that of the grant, payment, settlement or deferral will not be subject Code to the additional tax or interest applicable under Code extent Section 409A, except as otherwise determined in the sole discretion 409A of the Administrator. Code applies to such Awards, and any ambiguities in this Plan or Awards granted hereunder will be interpreted to so comply. The terms of the Plan and each any Award Agreement granted under the Plan is intended to meet the requirements of Code Section 409A shall be interpreted, operated and will be construed and interpreted in accordance with such intent, except as otherwise determined in the sole discretion of the Administrator. To the extent that an Award or payment, or the settlement or deferral thereof, is subject to Code Section 409A, the Award will be granted, paid, settled or deferred administered in a manner that will meet consistent with the requirements of Code Section 409A, such foregoing intention to the extent the Administrator deems necessary or advisable in its sole discretion. Notwithstanding any other provision in the Plan, the Administrator, to the extent it unilaterally deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to amend or modify the Plan and any Award granted under the Plan so that the grant, payment, settlement Award qualifies for exemption from or deferral will not complies with Section 409A of the Code; provided, however, that the Company makes no representation that the Awards granted under the Plan shall be subject exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the additional tax or interest applicable Code from applying to Awards granted under Code Section 409A. the Plan. View More
Taxes. (a) Withholding Requirements. Prior to the delivery of any Shares or cash pursuant to an Award (or exercise thereof) or such earlier prior to any time as any tax withholding obligations the Award or Shares are due, subject to taxation or other Tax-Related Items, the Company and/or the Participant's employer will have the power and the right to deduct or withhold, or require a Participant to remit to the Company, Company (or an Affiliate), an amount sufficient to satisfy federal, state, local, fo...reign any Tax-Related Items or other taxes (including the Participant's FICA obligation) items that are required to be withheld or deducted or are otherwise applicable with respect to such Award (or exercise thereof). Award. (b) Withholding Arrangements. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit a Participant to satisfy such tax withholding obligation, or deduction obligations or any other Tax-Related Items, in whole or in part by (without limitation) (a) (i) paying cash, (b) (ii) electing to have the Company withhold otherwise deliverable cash or Shares having a Fair Market Value equal to the minimum statutory amount required to be withheld, or (c) Shares, (iii) delivering to the Company already-owned Shares having or (iv) such other method as may be set forth in the Award Agreement; provided that, unless specifically permitted by the Company, any proceeds derived from a Fair Market Value equal cashless exercise must be an approved broker-assisted cashless exercise or the cash or Shares withheld or delivered must be limited to avoid financial accounting charges under applicable accounting guidance or Shares must have been previously held for the minimum statutory amount duration required to be withheld. avoid financial accounting charges under applicable accounting guidance. The Fair Market Value of the Shares to be withheld or delivered will be determined as of the date based on such methodology that the taxes are required Company deems to be withheld. reasonable and in accordance with Applicable Laws. (c) Compliance With Code Section 409A. 409A of the Code. Awards will be designed and operated in such a manner that they are either exempt from the application of, or comply with, the requirements of Code Section 409A of the Code such that the grant, payment, settlement or deferral will not be subject to the additional tax or interest applicable under Code Section 409A, except as otherwise determined in the sole discretion 409A of the Administrator. Code. The Plan and each Award Agreement under the Plan is intended to meet the requirements of Code Section 409A of the Code (or an exemption therefrom) and will be construed and interpreted in accordance with such intent, except as otherwise determined in the sole discretion of the Administrator. To the extent that an Award or payment, or the settlement or deferral thereof, is subject to Section 409A of the Code Section 409A, the Award will be granted, paid, settled or deferred in a manner that will meet the requirements of Section 409A of the Code Section 409A, (or an exemption therefrom), 19 such that the grant, payment, settlement or deferral will not be subject to the additional tax or interest applicable under Code Section 409A. 409A of the Code. In no event will the Company be responsible for or reimburse a Participant for any taxes or other penalties incurred as a result of applicable of Section 409A of the Code. View More
