Taxes Clause Example with 16 Variations from Business Contracts

Taxes. (a) As a condition of the grant, grant and vesting and exercise of an the 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, state or local tax withholding obligations or foreign tax, withholding, and any other required deductions or payments tax withholding obligations that may arise in con...nection with such Award. The Company shall not be required to issue any Shares under the Plan until such obligations are satisfied. (b) The Administrator may, to may permit 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 all or part of his or her tax, withholding, or any other required deductions or payments by Cashless Exercise or tax withholding obligations by surrendering Shares (either directly or by stock attestation) that he or she previously acquired; 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 tendered for payment have been previously held for a minimum duration (e.g., 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 the Company's earnings), or as otherwise permitted to avoid financial accounting charges under applicable accounting guidance. Any Shares withheld pursuant to this Section 9(b) shall not exceed the statutory minimum amount necessary to satisfy the Company's tax withholding obligations (including, but not limited to, U.S. federal and state income taxes, payroll taxes, and foreign taxes, if applicable), unless (i) an additional amount can be withheld and not result in adverse accounting consequences and (ii) such additional withholding amount is specifically authorized by the Administrator. 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. View More

Taxes. (a) As a condition of the grant, vesting and exercise or settlement of an Award, the Participant (or in the case of the Participant's death or a permitted transferee, the person holding holding, exercising or exercising receiving the proceeds of the Award) shall make such arrangements as the Administrator may require for the satisfaction of any applicable U.S. federal, state, state or local tax withholding obligations or foreign tax, withholding, and any other required deductions or payments tax... withholding obligations that may arise in connection with such Award. The Company shall not be required to issue any Shares under the Plan until such obligations are satisfied. (b) The Administrator may, to the extent permitted under Applicable Laws, may permit a Participant (or in the case of the Participant's death or a permitted transferee, the person holding holding, exercising or exercising receiving the proceeds of the Award) to satisfy all or part of his or her tax, withholding, or any other required deductions or payments tax withholding obligations by Cashless Exercise Transaction or by surrendering Shares (either directly or by stock attestation) that he or she previously acquired; provided that, unless specifically permitted by the Company, Company (i) any such Cashless Exercise Transaction must be an approved broker-assisted Cashless Exercise or Transaction and the Shares withheld in the Cashless Exercise Transaction must be limited to avoid financial accounting charges under applicable accounting guidance guidance, and (ii) any such surrendered Shares must have been previously held for any minimum duration required to avoid financial accounting charges under applicable accounting guidance. 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. 14 13. Non-Transferability of Awards. (a) General. Except as set forth in this Section 13, Awards may not be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner other than by will or by the laws of descent or distribution. The designation of a beneficiary by a Participant will not constitute a transfer. An Option may be exercised, during the lifetime of the holder of the Option, only by such holder or a transferee permitted by this Section 13. (b) Limited Transferability Rights. Notwithstanding anything else in this Section 13, the Administrator may in its sole discretion grant Nonstatutory Stock Options that may be transferred by instrument to an inter vivos or testamentary trust in which the Options are to be passed to beneficiaries upon the death of the trustor (settlor) or by gift to Family Members. View More

Taxes. (a) As a condition of the grant, vesting and and/or 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, state or local tax withholding obligations or foreign tax, withholding, and any other required deductions or payments tax withholding obligations that may arise in connection... with such Award. The Company shall not be required to issue any Shares under the Plan until such obligations are satisfied. (b) The Administrator may, to the extent permitted under Applicable Laws, 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 tax withholding obligations by Cashless Exercise or Exercise, by surrendering Shares (either directly or by stock attestation) that he or she previously acquired; acquired, or by electing to have the Company withhold otherwise deliverable Shares; provided that, that (i) unless specifically permitted by the Company, any such Cashless Exercise must be is an approved broker-assisted Cashless Exercise or Exercise, the Shares withheld in tendered for payment have been previously held for a minimum duration (e.g., to avoid financial accounting charges to the Cashless Exercise must be limited Company's earnings), or as otherwise permitted 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 (ii) unless it can be done without adverse financial accounting charges under applicable accounting guidance. consequences; amounts withheld shall not exceed the amount necessary to satisfy the Company's tax withholding obligations at the minimum statutory withholding rates, including, but not limited to, U.S. federal and state income taxes, payroll taxes, and foreign taxes, if applicable. 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. View More

Taxes. (a) As a condition of the 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 connection with such Award. The Company shall not be required to issue any Shares ...under the Plan until such obligations are satisfied. (b) The Administrator may, to 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 all or part of his or her tax, withholding, or any other required deductions or payments by Cashless Exercise or by surrendering Shares (either directly or by stock attestation) that he or she previously acquired; acquired and for which the Participant has good title free and clear of any liens and encumbrances; 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 -12- applicable accounting guidance. 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. (c) Although the Company does not guarantee the particular tax treatment of an Award granted under the Plan, Awards granted under the Plan are intended to comply with, or be exempt from, the applicable requirements of Code Section 409A and the Plan and any Award Agreement hereunder shall be limited, construed and interpreted in accordance with such intent. To the extent that any Award granted under the Plan constitutes "non-qualified deferred compensation" pursuant to Code Section 409A, it shall be paid in a manner that will comply with or be exempt from Code Section 409A. In no event whatsoever shall the Company be liable for any additional tax, interest or penalties that may be imposed on an Award by Code Section 409A or any damages for failing to comply with Code Section 409A. View More

Taxes. (a) As a condition of the grant, vesting and exercise or settlement of an Award, the Participant (or (or, in the case of the Participant's death or a permitted transferee, the person holding holding, 15 exercising or exercising receiving the proceeds of 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 Tax Withholding Obligations that... may arise in connection with such Award. The Company shall not be required to issue any Shares under the Plan until such obligations are satisfied. (b) The Administrator may, to the extent permitted under Applicable Laws, in its sole discretion, permit or require a Participant (or (or, in the case of the Participant's death or a permitted transferee, the person holding holding, exercising or exercising receiving the proceeds of the Award) to satisfy all or part of his or her tax, withholding, or any other required deductions or payments Tax Withholding Obligations by remitting cash to the Company, by Cashless Exercise Transaction or by surrendering Shares (either directly or by stock attestation) that he or she previously acquired; provided that, unless specifically permitted by the Company, Administrator (i) any such Cashless Exercise Transaction must be an approved broker-assisted Cashless Exercise or Transaction and the Shares withheld in the Cashless Exercise Transaction must be limited to avoid financial accounting charges under applicable accounting guidance guidance, and (ii) any such surrendered Shares must have been previously held for any minimum duration required to avoid financial accounting charges under applicable accounting guidance. 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. In addition, upon the exercise or settlement of any Award in cash, or the making of any other payment with respect to any Award (other than in Shares), the Company shall have the right to withhold from any payment required to be made pursuant thereto an amount sufficient to satisfy any Tax Withholding Obligations attributable to such exercise, settlement or payment. View More

Taxes. (a) As a condition of the grant, vesting and exercise or settlement of an Award, the Participant (or (or, in the case of the Participant's death or a permitted transferee, the person holding holding, exercising or exercising receiving the proceeds of 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 Tax Withholding Obligations that ma...y arise in connection with such Award. The Company shall not be required to issue any Shares under the Plan until such obligations are satisfied. (b) The Administrator may, to the extent permitted under Applicable Laws, in its sole discretion, permit or require a Participant (or (or, in the case of the Participant's death or a permitted transferee, the person holding holding, exercising or exercising receiving the proceeds of the Award) to satisfy all or part of his or her tax, withholding, or any other required deductions or payments Tax Withholding Obligations by remitting cash to the Company, by Cashless Exercise Transaction or by surrendering Shares (either directly or by stock attestation) that he or she previously acquired; provided that, unless specifically permitted by the Company, Administrator (i) any such Cashless Exercise Transaction must be an approved broker-assisted Cashless Exercise or Transaction and the Shares withheld in the Cashless Exercise Transaction must be limited to avoid financial accounting charges under applicable accounting guidance guidance, and (ii) any such surrendered Shares must have been previously held for any minimum duration required to avoid financial accounting charges under applicable accounting guidance. 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. In addition, upon the exercise or settlement of any Award in cash, or the making of any other payment with respect to any Award (other than in Shares), the Company shall have the right to withhold from any payment required to be made pursuant thereto an amount sufficient to satisfy any Tax Withholding Obligations attributable to such exercise, settlement or payment. View More

Taxes. (a) As a condition of the 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, state or local tax withholding obligations or foreign tax, withholding, and any other required deductions or payments tax withholding obligations that may arise in connection with s...uch Award. The Company shall not be required to issue any Shares under the Plan until such obligations are satisfied. (b) The Administrator may, to the extent permitted under Applicable Laws, 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 tax withholding obligations by Cashless Exercise or by surrendering Shares (either directly or by stock attestation) that he or she previously acquired; provided that, unless specifically permitted by the Company, any such Cashless Exercise must be is an approved broker-assisted Cashless Exercise or Exercise, the Shares withheld in the Cashless Exercise must be limited tendered for payment have been previously held for a minimum duration (e.g., to avoid financial accounting charges to the Company's earnings), or as otherwise permitted to avoid -12- financial accounting charges under applicable accounting guidance guidance, amounts withheld shall not exceed the amount necessary to satisfy the Company's tax withholding obligations at the minimum statutory withholding rates, including, but not limited to, U.S. federal and any such surrendered Shares must have been previously held for any minimum duration required to avoid financial accounting charges under applicable accounting guidance. state income taxes, payroll taxes, and foreign taxes, if applicable. 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. View More

Taxes. (a) As a condition of the 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, state or local tax withholding obligations or foreign tax, withholding, and any other required deductions or payments tax withholding obligations that may arise in connection with s...uch Award. The Company shall not be required to issue any Shares under the Plan until such obligations are satisfied. 18 (b) The Administrator may, to the extent permitted under Applicable Laws, 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 tax withholding obligations by Cashless Exercise or by surrendering Shares (either directly or by stock attestation) that he or she previously acquired; provided that, unless specifically permitted by the Company, any such Cashless Exercise must be is an approved broker-assisted Cashless Exercise or Exercise, the Shares withheld in the Cashless Exercise must be limited tendered for payment have been previously held for a minimum duration (e.g., 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 the Company's earnings), or as otherwise permitted to avoid financial accounting charges under applicable accounting guidance. Any Shares withheld pursuant to this Section 15(b) shall not exceed the amount necessary to satisfy the Company's tax withholding obligations at the maximum statutory withholding rates, including, but not limited to, U.S. federal and state income taxes, payroll taxes, and foreign taxes, if applicable. 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. View More

Taxes. (a) As a condition of the 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, state or local tax withholding obligations or foreign tax, withholding, and any other required deductions or payments tax withholding obligations that may arise in connection with s...uch Award. The Company shall not be required to issue any Shares under the Plan until such obligations are satisfied. (b) The Administrator may, to the extent permitted under Applicable Laws, 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 tax withholding obligations by Cashless Exercise or by surrendering Shares (either directly or by stock attestation) that he or she previously acquired; 12 provided that, unless specifically permitted by the Company, any such Cashless Exercise must be is an approved broker-assisted Cashless Exercise or Exercise, the Shares withheld in tendered for payment have been previously held for a minimum duration (e.g., to avoid financial accounting charges to the Cashless Exercise must be limited Company's earnings), or as otherwise permitted to avoid financial accounting charges under applicable accounting guidance guidance, amounts withheld shall not exceed the amount necessary to satisfy the Company's tax withholding obligations at the minimum statutory withholding rates, including, but not limited to, U.S. federal and any such surrendered Shares must have been previously held for any minimum duration required to avoid financial accounting charges under applicable accounting guidance. state income taxes, payroll taxes, and foreign taxes, if applicable. 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. View More

Taxes. (a) As a condition of the 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, state or local tax withholding obligations or foreign tax, withholding, and any other required deductions or payments tax withholding obligations that may arise in connection with s...uch Award. The Company shall not be required to issue any Shares under the Plan until such obligations are satisfied. 12 (b) The Administrator may, to the extent permitted under Applicable Laws, 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 tax withholding obligations by Cashless Exercise or by surrendering Shares (either directly or by stock attestation) that he or she previously acquired; provided that, unless specifically permitted by the Company, any such Cashless Exercise must be is an approved broker-assisted Cashless Exercise or Exercise, the Shares withheld in tendered for payment have been previously held for a minimum duration (e.g., to avoid financial accounting charges to the Cashless Exercise must be limited Company's earnings), or as otherwise permitted to avoid financial accounting charges under applicable accounting guidance guidance, amounts withheld shall not exceed the amount necessary to satisfy the Company's tax withholding obligations at the minimum statutory withholding rates, including, but not limited to, U.S. federal and any such surrendered Shares must have been previously held for any minimum duration required to avoid financial accounting charges under applicable accounting guidance. state income taxes, payroll taxes, and foreign taxes, if applicable. 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. View More