Taxes Clause Example with 57 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. The Participant acknowledges and agrees that (i) any income or other taxes due from the Participant with respect to this Option or the Shares issuable upon exercise of this Option shall be the Participant's responsibility; (ii) the Participant was free to use professional advisors of his or her choice in connection with this Agreement, has received advice from his or her professional advisors in connection with this Agreement, understands its meaning and import, and is entering into this Agreeme...nt freely and without coercion or duress; (iii) the Participant has not received and is not relying upon any advice, representations or assurances made by or on behalf of the Company or any Affiliate or any employee of or counsel to the Company or any Affiliate regarding any tax or other effects or implications of the Option, the Shares or other matters contemplated by this Agreement; and (iv) neither the Administrator, the Company, its Affiliates, nor any of its officers or directors, shall be held liable for any applicable costs, taxes, or penalties associated with the Option if, in fact, the Internal Revenue Service were to determine that the Option constitutes deferred compensation under Section 409A of the Code. The Participant agrees that the Company may withhold from the Participant's remuneration, if any, the minimum statutory amount of federal, state and local withholding taxes attributable to such amount that is considered compensation includable in such person's gross income. At the Company's discretion, the amount required to be withheld may be withheld in cash from such remuneration, or in kind from the Shares otherwise deliverable to the Participant on exercise of the Option. The Participant further agrees that, if the Company does not withhold an amount from the Participant's remuneration sufficient to satisfy the Company's income tax withholding obligation, the Participant will reimburse the Company on demand, in cash, for the amount under-withheld.View More
Variations of a "Taxes" Clause from Business Contracts
Taxes. The (a) Withholding. In the event the Company or an Affiliate of the Company is required to withhold any Federal, state or local taxes or other amounts in respect of any income recognized by a Participant acknowledges as a result of the grant, vesting, payment or settlement of an Award or disposition of any Shares acquired under an Award, the Company may deduct (or require an Affiliate to deduct) from any payments of any kind otherwise due the Participant cash, or with the consent of the Committ...ee, Shares otherwise deliverable or vesting under an Award, to satisfy such tax obligations. Alternatively, the Company may require such Participant to pay to the Company, in cash, promptly on demand, or make other arrangements satisfactory to the Company regarding the payment to the Company of the aggregate amount of any such taxes and agrees other amounts. If Shares are deliverable upon exercise or payment of an Award, the Committee may permit a Participant to satisfy all or a portion of the Federal, state and local withholding tax obligations arising in connection with such Award by electing to (a) have the Company withhold Shares otherwise issuable under the Award, (b) tender back Shares received in connection with such Award or (c) deliver other previously owned Shares; provided that the amount to be withheld may not exceed the total minimum federal, state and local tax 16 withholding obligations associated with the transaction to the extent needed for the Company to avoid an accounting charge. If an election is provided, the election must be made on or before the date as of which the amount of tax to be withheld is determined and otherwise as the Committee requires. In any case, the Company may defer making payment or delivery under any Award if any such tax may be pending unless and until indemnified to its satisfaction. (b) No Guarantee of Tax Treatment. Notwithstanding any provisions of the Plan, the Company does not guarantee to any Participant or any other Person with an interest in an Award that (i) any income or other taxes due Award intended to be exempt from the Participant with respect to this Option or the Shares issuable upon exercise of this Option Code Section 409A shall be the Participant's responsibility; so exempt, (ii) the Participant was free any Award intended to use professional advisors of his comply with Code Section 409A or her choice Code Section 422 shall so comply, (iii) any Award shall otherwise receive a specific tax treatment under any other applicable tax law, nor in connection with this Agreement, has received advice from his or her professional advisors in connection with this Agreement, understands its meaning and import, and is entering into this Agreement freely and without coercion or duress; (iii) the Participant has not received and is not relying upon any advice, representations or assurances made by or on behalf of such case will the Company or any Affiliate indemnify, defend or hold harmless any employee of or counsel individual with respect to the tax consequences of any Award. (c) Participant Responsibilities. If a Participant shall dispose of Shares acquired through exercise of an ISO within either (i) two (2) years after the date the Option is granted or (ii) one (1) year after the date the Option is exercised (i.e., in a disqualifying disposition), such Participant shall notify the Company or any Affiliate regarding any tax or other effects or implications within seven (7) days of the Option, date of such disqualifying disposition. In addition, if a Participant elects, under Code Section 83, to be taxed at the time an Award of Restricted Shares or (or other matters contemplated by this Agreement; and (iv) neither property subject to such Code section) is made, rather than at the Administrator, time the Company, its Affiliates, nor any of its officers or directors, Award vests, such Participant shall be held liable for any applicable costs, taxes, or penalties associated with notify the Option if, in fact, the Internal Revenue Service were to determine that the Option constitutes deferred compensation under Section 409A Company within seven (7) days of the Code. The Participant agrees that the Company may withhold from the Participant's remuneration, if any, the minimum statutory amount of federal, state and local withholding taxes attributable to such amount that is considered compensation includable in such person's gross income. At the Company's discretion, the amount required to be withheld may be withheld in cash from such remuneration, or in kind from the Shares otherwise deliverable to date the Participant on exercise of the Option. The Participant further agrees that, if the Company does not withhold makes such an amount from the Participant's remuneration sufficient to satisfy the Company's income tax withholding obligation, the Participant will reimburse the Company on demand, in cash, for the amount under-withheld. election. View More
Taxes. The (a) Withholding. In the event the Company or an Affiliate of the Company is required to withhold any Federal, state or local taxes or other amounts in respect of any income recognized by a Participant acknowledges as a result of the grant, vesting, payment or settlement of an Award or disposition of any Shares acquired under an Award, the Company may deduct (or require an Affiliate to deduct) from any payments of any kind otherwise due the Participant cash, or with the consent of the Committ...ee, Shares otherwise deliverable or vesting under an Award, to satisfy such tax obligations. Alternatively, the Company may require such Participant to pay to the Company, in cash, promptly on demand, or make other arrangements satisfactory to the Company regarding the payment to the Company of the aggregate amount of any such taxes and agrees 11 other amounts. If Shares are deliverable upon exercise or payment of an Award, the Committee may permit a Participant to satisfy all or a portion of the Federal, state and local withholding tax obligations arising in connection with such Award by electing to (a) have the Company withhold Shares otherwise issuable under the Award, (b) tender back Shares received in connection with such Award or (c) deliver other previously owned Shares; provided that the amount to be withheld may not exceed the total maximum federal, state and local taxes associated with the transaction (or such lesser amount as may be determined by the Administrator from time to time in order for the Company to avoid adverse accounting treatment). If an election is provided, the election must be made on or before the date as of which the amount of tax to be withheld is determined and otherwise as the Committee requires. In any case, the Company may defer making payment or delivery under any Award if any such tax may be pending unless and until indemnified to its satisfaction. (b) No Guarantee of Tax Treatment. Notwithstanding any provisions of the Plan, the Company does not guarantee to any Participant or any other Person with an interest in an Award that (i) any income or other taxes due Award intended to be exempt from the Participant with respect to this Option or the Shares issuable upon exercise of this Option Code Section 409A shall be the Participant's responsibility; so exempt, (ii) the Participant was free any Award intended to use professional advisors of his comply with Code Section 409A or her choice Code Section 422 shall so comply, (iii) any Award shall otherwise receive a specific tax treatment under any other applicable tax law, nor in connection with this Agreement, has received advice from his or her professional advisors in connection with this Agreement, understands its meaning and import, and is entering into this Agreement freely and without coercion or duress; (iii) the Participant has not received and is not relying upon any advice, representations or assurances made by or on behalf of such case will the Company or any Affiliate indemnify, defend or hold harmless any employee of or counsel individual with respect to the tax consequences of any Award. (c) Participant Responsibilities. If a Participant shall dispose of Stock acquired through exercise of an ISO within either (i) two (2) years after the date the Option is granted or (ii) one (1) year after the date the Option is exercised (i.e., in a disqualifying disposition), such Participant shall notify the Company or any Affiliate regarding any tax or other effects or implications within seven (7) days of the Option, date of such disqualifying disposition. In addition, if a Participant elects, under Code Section 83, to be taxed at the Shares or time an Award of Restricted Stock (or other matters contemplated by this Agreement; and (iv) neither property subject to such Code section) is made, rather than at the Administrator, time the Company, its Affiliates, nor any of its officers or directors, Award vests, such Participant shall be held liable for any applicable costs, taxes, or penalties associated with notify the Option if, in fact, the Internal Revenue Service were to determine that the Option constitutes deferred compensation under Section 409A Company within seven (7) days of the Code. The Participant agrees that the Company may withhold from the Participant's remuneration, if any, the minimum statutory amount of federal, state and local withholding taxes attributable to such amount that is considered compensation includable in such person's gross income. At the Company's discretion, the amount required to be withheld may be withheld in cash from such remuneration, or in kind from the Shares otherwise deliverable to date the Participant on exercise of the Option. The Participant further agrees that, if the Company does not withhold makes such an amount from the Participant's remuneration sufficient to satisfy the Company's income tax withholding obligation, the Participant will reimburse the Company on demand, in cash, for the amount under-withheld. election. View More
Taxes. The (a) Withholding. In the event the Company or an Affiliate of the Company is required to withhold any Federal, state or local taxes or other amounts in respect of any income recognized by a Participant acknowledges as a result of the grant, vesting, payment or settlement of an Award or disposition of any Shares acquired under an Award, the Company may deduct (or require an Affiliate to deduct) from any payments of any kind otherwise due the Participant cash, or with the consent of the Committ...ee, Shares otherwise deliverable or vesting under an Award, to satisfy such tax obligations. Alternatively, the Company may require such Participant to pay to the Company, in cash, promptly on demand, or make other arrangements satisfactory to the Company regarding the payment to the Company of the aggregate amount of any such taxes and agrees other amounts. If Shares are deliverable upon exercise or payment of an Award, the Committee may permit a Participant to satisfy all or a portion of the Federal, state and local withholding tax obligations arising in connection with such Award by electing to (a) have the Company withhold Shares otherwise issuable under the Award, (b) tender back Shares received in connection with such Award or (c) deliver other previously owned Shares; provided that the amount to be withheld may not exceed the total minimum federal, state and local tax withholding obligations associated with the transaction to the extent needed for the Company to avoid an accounting charge. If an election is provided, the election must be made on or before the date as of which the amount of tax to be withheld is determined and otherwise as the Committee requires. In any case, the Company may defer making payment or delivery under any Award if any such tax may be pending unless and until indemnified to its satisfaction. (b) No Guarantee of Tax Treatment. Notwithstanding any provisions of the Plan, the Company does not guarantee to any Participant or any other Person with an interest in an Award that (i) any income or other taxes due Award intended to be exempt from the Participant with respect to this Option or the Shares issuable upon exercise of this Option Code Section 409A shall be the Participant's responsibility; so exempt, (ii) the Participant was free any Award intended to use professional advisors of his comply with Code Section 409A or her choice Code Section 422 shall so comply, (iii) any Award shall otherwise receive a specific tax treatment under any other applicable tax law, nor in connection with this Agreement, has received advice from his or her professional advisors in connection with this Agreement, understands its meaning and import, and is entering into this Agreement freely and without coercion or duress; (iii) the Participant has not received and is not relying upon any advice, representations or assurances made by or on behalf of such case will the Company or any Affiliate indemnify, defend or hold harmless any employee of or counsel individual with respect to the tax consequences of any Award. (c) Participant Responsibilities. If a Participant shall dispose of Stock acquired through exercise of an ISO within either (i) two (2) years after the date the Option is granted or (ii) one (1) year after the date the Option is exercised (i.e., in a disqualifying disposition), such Participant shall notify the Company or any Affiliate regarding any tax or other effects or implications within seven (7) days of the Option, date of such disqualifying disposition. In addition, if a Participant elects, under Code Section 83, to be taxed at the Shares or time an Award of Restricted Stock (or other matters contemplated by this Agreement; and (iv) neither property subject to such Code section) is made, rather than at the Administrator, time the Company, its Affiliates, nor any of its officers or directors, Award vests, such Participant shall be held liable for any applicable costs, taxes, or penalties associated with notify the Option if, in fact, the Internal Revenue Service were to determine that the Option constitutes deferred compensation under Section 409A Company within seven (7) days of the Code. The Participant agrees that the Company may withhold from the Participant's remuneration, if any, the minimum statutory amount of federal, state and local withholding taxes attributable to such amount that is considered compensation includable in such person's gross income. At the Company's discretion, the amount required to be withheld may be withheld in cash from such remuneration, or in kind from the Shares otherwise deliverable to date the Participant on exercise of the Option. The Participant further agrees that, if the Company does not withhold makes such an amount from the Participant's remuneration sufficient to satisfy the Company's income tax withholding obligation, the Participant will reimburse the Company on demand, in cash, for the amount under-withheld. election. View More
Taxes. The (a)Withholding. In the event the Company or an Affiliate of the Company is required to withhold any Federal, state or local taxes or other amounts in respect of any income recognized by a Participant acknowledges as a result of the grant, vesting, payment or settlement of an Award or disposition of any Shares acquired under an Award, the Company may deduct (or require an Affiliate to deduct) from wages or other payments of any kind otherwise due the Participant cash, or with the consent of t...he Committee, Shares otherwise deliverable or vesting under an Award, to satisfy such tax obligations. Alternatively, the Company may require such Participant to pay to the Company, in cash, promptly on demand, or make other arrangements satisfactory to the Company regarding the payment to the Company of the aggregate amount of any such taxes and agrees other amounts. If Shares are deliverable upon 17 DOCPROPERTY "CUS_DocIDString" 4847-2783-5918.2 exercise or payment of an Award, the Committee may permit a Participant to satisfy all or a portion of the Federal, state and local withholding tax obligations arising in connection with such Award by electing to (a) have the Company withhold Shares otherwise issuable under the Award, (b) tender back Shares received in connection with such Award or (c) deliver other previously owned Shares; provided that the amount to be withheld may not exceed the total maximum federal, state and local tax withholding obligations associated with the transaction. If an election is provided, the election must be made on or before the date as of which the amount of tax to be withheld is determined and otherwise as the Committee requires. In any case, the Company may defer making payment or delivery under any Award if any such tax may be pending unless and until the Participant has fulfilled all obligations with respect to such tax in a manner which is satisfactory to the Company, as determined in the Company's sole discretion. (b)No Guarantee of Tax Treatment. Notwithstanding any provisions of the Plan, the Company does not guarantee to any Participant or any other Person with an interest in an Award that (i) any income or other taxes due Award intended to be exempt from the Participant with respect to this Option or the Shares issuable upon exercise of this Option Code Section 409A shall be the Participant's responsibility; so exempt, (ii) the Participant was free any Award intended to use professional advisors of his comply with Code Section 409A or her choice Code Section 422 shall so comply, (iii) any Award shall otherwise receive a specific tax treatment under any other applicable tax law, nor in connection with this Agreement, has received advice from his or her professional advisors in connection with this Agreement, understands its meaning and import, and is entering into this Agreement freely and without coercion or duress; (iii) the Participant has not received and is not relying upon any advice, representations or assurances made by or on behalf of such case will the Company or any Affiliate indemnify, defend or hold harmless any employee of or counsel individual with respect to the tax consequences of any Award. (c) Participant Responsibilities. If a Participant shall dispose of Stock acquired through exercise of an ISO within either (i) two (2) years after the date the Option is granted or (ii) one (1) year after the date the Option is exercised (i.e., in a disqualifying disposition), such Participant shall notify the Company or any Affiliate regarding any tax or other effects or implications within seven (7) days of the Option, date of such disqualifying disposition. In addition, if a Participant elects, under Code Section 83, to be taxed at the Shares or time an Award of Restricted Stock (or other matters contemplated by this Agreement; and (iv) neither property subject to such Code section) is made, rather than at the Administrator, time the Company, its Affiliates, nor any of its officers or directors, Award vests, such Participant shall be held liable for any applicable costs, taxes, or penalties associated with notify the Option if, in fact, the Internal Revenue Service were to determine that the Option constitutes deferred compensation under Section 409A Company within seven (7) days of the Code. The Participant agrees that the Company may withhold from the Participant's remuneration, if any, the minimum statutory amount of federal, state and local withholding taxes attributable to such amount that is considered compensation includable in such person's gross income. At the Company's discretion, the amount required to be withheld may be withheld in cash from such remuneration, or in kind from the Shares otherwise deliverable to date the Participant on exercise of the Option. The Participant further agrees that, if the Company does not withhold makes such an amount from the Participant's remuneration sufficient to satisfy the Company's income tax withholding obligation, the Participant will reimburse the Company on demand, in cash, for the amount under-withheld. election. View More
Taxes. The Participant Optionee acknowledges that upon exercise of the Option the Optionee will be deemed to have taxable income measured by the difference between the then fair market value of the Shares received upon exercise and agrees the price paid for such Shares pursuant to this Agreement. The Optionee acknowledges that (i) any income or other taxes due from the Participant him or her with respect to this Option or the Shares issuable upon exercise of pursuant to this Option shall be the Partici...pant's responsibility; (ii) Optionee's responsibility. In the Participant was free to use professional advisors of his or her choice in connection with this Agreement, has received advice from his or her professional advisors in connection with this Agreement, understands its meaning and import, and is entering into this Agreement freely and without coercion or duress; (iii) the Participant has not received and is not relying upon any advice, representations or assurances made by or on behalf of the Company or any Affiliate or any employee of or counsel to the Company or any Affiliate regarding any tax or other effects or implications of the Option, the Shares or other matters contemplated by this Agreement; and (iv) neither the Administrator, the Company, its Affiliates, nor any of its officers or directors, shall be held liable for any applicable costs, taxes, or penalties associated with event the Option if, in fact, the Internal Revenue Service were to determine that the Option constitutes deferred compensation under Section 409A of the Code. The Participant agrees that is exercised, the Company may withhold from the Participant's Optionee's remuneration, if any, the minimum statutory amount of required federal, state and local withholding taxes attributable to such amount that is considered compensation includable in such person's gross income. At the Company's discretion, the amount required to be withheld may be withheld in cash from such remuneration, or in kind from the Shares otherwise deliverable to the Participant Optionee on exercise of the Option. The Participant Optionee further agrees that, if the Company does not withhold an amount from the Participant's Optionee's remuneration sufficient to satisfy the Company's income tax withholding obligation, the Participant Optionee will reimburse the Company on demand, in cash, for the amount under-withheld. 11. PURCHASE FOR INVESTMENT. Unless the offering and sale of the Shares to be issued upon the particular exercise of the Option shall have been effectively registered under the Securities Act of 1933, as now in force or hereafter amended (the "1933 Act"), the Company shall be under no obligation to issue the Shares covered by such exercise unless and until the following conditions have been fulfilled: (a) The person(s) who exercise the Option shall warrant to the Company, at the time of such exercise, that such person(s) are acquiring such Shares for their own respective accounts, for investment, and not with a view to, or for sale in connection with, the distribution of any such Shares, in which event the person(s) acquiring such Shares shall be bound by the provisions of the following legend which shall be endorsed upon the certificate(s) evidencing the Shares issued pursuant to such exercise: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN TAKEN FOR INVESTMENT AND THEY MAY NOT BE SOLD OR OTHERWISE TRANSFERRED BY ANY PERSON, INCLUDING A PLEDGEE, UNLESS (1) EITHER (A) A REGISTRATION STATEMENT WITH RESPECT TO SUCH SHARES SHALL BE EFFECTIVE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO IT THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS THEN AVAILABLE, AND (2) THERE SHALL HAVE BEEN COMPLIANCE WITH ALL APPLICABLE STATE SECURITIES LAWS;" and (b) If the Company so requires, the Company shall have received an opinion of its counsel that the Shares may be issued upon such particular exercise in compliance with the 1933 Act without registration thereunder. Without limiting the generality of the foregoing, the Company may delay issuance of the Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including without limitation state securities or "blue sky" laws). View More
Taxes. The (a) Withholding. In the event the Company or an Affiliate of the Company is required to withhold any Federal, state or local taxes or other amounts in respect of any income recognized by a Participant acknowledges as a result of the grant, vesting, payment or settlement of an Award or disposition of any Shares acquired under an Award, the Company may deduct (or require an Affiliate to deduct) from wages or other payments of any kind otherwise due the Participant cash, or with the consent of ...the Committee, Shares otherwise deliverable or vesting under an Award, to satisfy such tax obligations. Alternatively, the Company may require such Participant to pay to the Company, in cash, promptly on demand, or make other arrangements satisfactory to the Company regarding the payment to the Company of the aggregate amount of any such taxes and agrees other amounts. If Shares are deliverable upon exercise or payment of an Award, the Committee may permit a Participant to satisfy all or a portion of the Federal, state and local withholding tax obligations arising in connection with such Award by electing to (a) have the Company withhold Shares otherwise issuable under the Award, (b) tender back Shares received in connection with such Award or (c) deliver other previously owned Shares; provided that the amount to be withheld may not exceed the total minimum federal, state and local tax withholding obligations associated with the transaction to the extent needed for the Company to avoid an accounting charge. If an election is provided, the election must be made on or before the date as 19 of which the amount of tax to be withheld is determined and otherwise as the Committee requires. In any case, the Company may defer making payment or delivery under any Award if any such tax may be pending unless and until the Participant has fulfilled all obligations with respect to such tax in a manner which is satisfactory to the Company, as determined in the Company's sole discretion. (b) No Guarantee of Tax Treatment. Notwithstanding any provisions of the Plan, the Company does not guarantee to any Participant or any other Person with an interest in an Award that (i) any income or other taxes due Award intended to be exempt from the Participant with respect to this Option or the Shares issuable upon exercise of this Option Code Section 409A shall be the Participant's responsibility; so exempt, (ii) the Participant was free any Award intended to use professional advisors of his comply with Code Section 409A or her choice Code Section 422 shall so comply, (iii) any Award shall otherwise receive a specific tax treatment under any other applicable tax law, nor in connection with this Agreement, has received advice from his or her professional advisors in connection with this Agreement, understands its meaning and import, and is entering into this Agreement freely and without coercion or duress; (iii) the Participant has not received and is not relying upon any advice, representations or assurances made by or on behalf of such case will the Company or any Affiliate indemnify, defend or hold harmless any employee of or counsel individual with respect to the tax consequences of any Award. (c) Participant Responsibilities. If a Participant shall dispose of Stock acquired through exercise of an ISO within either (i) two (2) years after the date the Option is granted or (ii) one (1) year after the date the Option is exercised (i.e., in a disqualifying disposition), such Participant shall notify the Company or any Affiliate regarding any tax or other effects or implications within seven (7) days of the Option, date of such disqualifying disposition. In addition, if a Participant elects, under Code Section 83, to be taxed at the Shares or time an Award of Restricted Stock (or other matters contemplated by this Agreement; and (iv) neither property subject to such Code section) is made, rather than at the Administrator, time the Company, its Affiliates, nor any of its officers or directors, Award vests, such Participant shall be held liable for any applicable costs, taxes, or penalties associated with notify the Option if, in fact, the Internal Revenue Service were to determine that the Option constitutes deferred compensation under Section 409A Company within seven (7) days of the Code. The Participant agrees that the Company may withhold from the Participant's remuneration, if any, the minimum statutory amount of federal, state and local withholding taxes attributable to such amount that is considered compensation includable in such person's gross income. At the Company's discretion, the amount required to be withheld may be withheld in cash from such remuneration, or in kind from the Shares otherwise deliverable to date the Participant on exercise of the Option. The Participant further agrees that, if the Company does not withhold makes such an amount from the Participant's remuneration sufficient to satisfy the Company's income tax withholding obligation, the Participant will reimburse the Company on demand, in cash, for the amount under-withheld. election. View More
Taxes. The (a) Withholding. In the event the Company or an Affiliate of the Company is required to withhold any Federal, state or local taxes or other amounts in respect of any income recognized by a Participant acknowledges as a result of the grant, vesting, payment or settlement of an Award or disposition of any Shares acquired under an Award, the Company may deduct (or require an Affiliate to deduct) from wages or other payments of any kind otherwise due the Participant cash, or with the consent of ...the Committee, Shares otherwise deliverable or vesting under an Award, to satisfy such tax obligations. Alternatively, the Company may require such Participant to pay to the Company, in cash, promptly on demand, or make other arrangements satisfactory to the Company regarding the payment to the Company of the aggregate amount of any such taxes and agrees other amounts. If Shares are deliverable upon exercise or payment of an Award, the Committee may permit a Participant to satisfy all or a portion of the Federal, state and local withholding tax obligations arising in connection with such Award by electing to (a) have the Company withhold Shares otherwise issuable under the Award, (b) tender back Shares received in connection with such Award or (c) deliver other previously owned Shares; provided that the amount to be withheld may not exceed the total minimum federal, state and local tax withholding obligations associated with the transaction to the extent needed for the Company to avoid an accounting charge. If an election is provided, the election must be made on or before the date as of which the amount of tax to be withheld is determined and otherwise as the Committee requires. In any case, the Company may defer making payment or delivery under any Award if any such tax may be pending unless and until the Participant has fulfilled all obligations with respect to such tax in a manner which is satisfactory to the Company, as determined in the Company's sole discretion. 19 (b) No Guarantee of Tax Treatment. Notwithstanding any provisions of the Plan, the Company does not guarantee to any Participant or any other Person with an interest in an Award that (i) any income or other taxes due Award intended to be exempt from the Participant with respect to this Option or the Shares issuable upon exercise of this Option Code Section 409A shall be the Participant's responsibility; so exempt, (ii) the Participant was free any Award intended to use professional advisors of his comply with Code Section 409A or her choice Code Section 422 shall so comply, (iii) any Award shall otherwise receive a specific tax treatment under any other applicable tax law, nor in connection with this Agreement, has received advice from his or her professional advisors in connection with this Agreement, understands its meaning and import, and is entering into this Agreement freely and without coercion or duress; (iii) the Participant has not received and is not relying upon any advice, representations or assurances made by or on behalf of such case will the Company or any Affiliate indemnify, defend or hold harmless any employee of or counsel individual with respect to the tax consequences of any Award. (c) Participant Responsibilities. If a Participant shall dispose of Stock acquired through exercise of an ISO within either (i) two (2) years after the date the Option is granted or (ii) one (1) year after the date the Option is exercised (i.e., in a disqualifying disposition), such Participant shall notify the Company or any Affiliate regarding any tax or other effects or implications within seven (7) days of the Option, date of such disqualifying disposition. In addition, if a Participant elects, under Code Section 83, to be taxed at the Shares or time an Award of Restricted Stock (or other matters contemplated by this Agreement; and (iv) neither property subject to such Code section) is made, rather than at the Administrator, time the Company, its Affiliates, nor any of its officers or directors, Award vests, such Participant shall be held liable for any applicable costs, taxes, or penalties associated with notify the Option if, in fact, the Internal Revenue Service were to determine that the Option constitutes deferred compensation under Section 409A Company within seven (7) days of the Code. The Participant agrees that the Company may withhold from the Participant's remuneration, if any, the minimum statutory amount of federal, state and local withholding taxes attributable to such amount that is considered compensation includable in such person's gross income. At the Company's discretion, the amount required to be withheld may be withheld in cash from such remuneration, or in kind from the Shares otherwise deliverable to date the Participant on exercise of the Option. The Participant further agrees that, if the Company does not withhold makes such an amount from the Participant's remuneration sufficient to satisfy the Company's income tax withholding obligation, the Participant will reimburse the Company on demand, in cash, for the amount under-withheld. election. View More
Taxes. The Participant acknowledges and agrees that (i) upon settlement of the RSUs the Participant will be deemed to have taxable income measured by the then fair market value of the Shares received upon settlement. The Participant acknowledges that any income or other taxes due from the Participant him or her with respect to this Option the RSUs or the Shares issuable upon exercise of this Option pursuant to these RSUs shall be the Participant's responsibility; (ii) responsibility. In connection with... such settlement, the Participant was free shall be permitted to use professional advisors of his or her choice in connection with this Agreement, has received advice from his or her professional advisors in connection with this Agreement, understands its meaning and import, and is entering into this Agreement freely and without coercion or duress; (iii) the Participant has not received and is not relying upon any advice, representations or assurances made by or on behalf of instruct the Company or any Affiliate or any employee of or counsel to the Company or any Affiliate regarding any tax or other effects or implications of the Option, the Shares or other matters contemplated by this Agreement; and (iv) neither the Administrator, the Company, its Affiliates, nor any of its officers or directors, shall be held liable for any applicable costs, taxes, or penalties associated with the Option if, withhold in fact, the Internal Revenue Service were to determine that the Option constitutes deferred compensation under Section 409A of the Code. The Participant agrees that the Company may withhold cash from the Participant's remuneration, if any, the minimum statutory amount of federal, state and local withholding taxes attributable to such amount that is considered compensation includable in such person's gross income. At the Company's discretion, the amount required to be withheld may be withheld in cash from such remuneration, or settlement and/or in kind from the Shares otherwise deliverable to the Participant on exercise settlement of the Option. RSUs. The Participant further agrees that, if the Company does not withhold an amount from the Participant's remuneration sufficient to satisfy the Company's income tax withholding obligation, the Participant will reimburse the Company on demand, in cash, for the amount under-withheld. The Company shall provide the Participant with a credit extension in the form attached hereto for all applicable taxes if legally permitted to do so. -2- 6. PURCHASE FOR INVESTMENT. Unless the offering and sale of the Shares to be issued upon the particular grant of the RSUs shall have been effectively registered under the Securities Act of 1933, as now in force or hereafter amended (the "1933 Act"), the Company shall be under no obligation to issue the Shares covered by settlement of the RSUs unless and until the following conditions have been fulfilled: (a) Upon the settlement of the RSUs, the Participant shall warrant to the Company, at the time of such settlement, that such Participant is acquiring such Shares for his or her own respective account, for investment, and not with a view to, or for sale in connection with, the distribution of any such Shares, in which event the Participant shall be bound by the provisions of the following legend which shall be endorsed upon any certificate(s) evidencing the Shares issued pursuant to such settlement: "The shares represented by this certificate have been taken for investment and they may not be sold or otherwise transferred by any person, including a pledge, unless (1) either (a) a Registration Statement with respect to such shares shall be effective under the Securities Act of 1933, as amended, or (b) the Company shall have received an opinion of counsel satisfactory to it that an exemption from registration under such Act is then available, and (2) there shall have been compliance with all applicable state securities laws;" and (b) If the Company so requires, the Company shall have received an opinion of its counsel that the Shares may be issued upon such particular settlement in compliance with the 1933 Act without registration thereunder. Without limiting the generality of the foregoing, the Company may delay issuance of the Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including without limitation state securities or "blue sky" laws). View More
Taxes. The Participant acknowledges and agrees that (i) upon settlement of the RSUs the Participant will be deemed to have taxable income measured by the then fair market value of the Shares received upon settlement. The Participant acknowledges that any income or other taxes due from the Participant him or her with respect to this Option the RSUs or the Shares issuable upon exercise of this Option pursuant to these RSUs shall be the Participant's responsibility; (ii) responsibility. In connection with... such settlement, the Participant was free shall be permitted to use professional advisors of his or her choice in connection with this Agreement, has received advice from his or her professional advisors in connection with this Agreement, understands its meaning and import, and is entering into this Agreement freely and without coercion or duress; (iii) the Participant has not received and is not relying upon any advice, representations or assurances made by or on behalf of instruct the Company or any Affiliate or any employee of or counsel to the Company or any Affiliate regarding any tax or other effects or implications of the Option, the Shares or other matters contemplated by this Agreement; and (iv) neither the Administrator, the Company, its Affiliates, nor any of its officers or directors, shall be held liable for any applicable costs, taxes, or penalties associated with the Option if, withhold in fact, the Internal Revenue Service were to determine that the Option constitutes deferred compensation under Section 409A of the Code. The Participant agrees that the Company may withhold cash from the Participant's remuneration, if any, the minimum statutory amount of federal, state and local withholding taxes attributable to such amount that is considered compensation includable in such person's gross income. At the Company's discretion, the amount required to be withheld may be withheld in cash from such remuneration, or settlement -2- and/or in kind from the Shares otherwise deliverable to the Participant on exercise settlement of the Option. RSUs. The Participant further agrees that, if the Company does not withhold an amount from the Participant's remuneration sufficient to satisfy the Company's income tax withholding obligation, the Participant will reimburse the Company on demand, in cash, for the amount under-withheld. The Company shall provide the Participant with a credit extension in the form attached hereto for all applicable taxes if legally permitted to do so. View More
Taxes. The Participant acknowledges and agrees that (i) upon settlement of the RSUs the Participant will be deemed to have taxable income measured by the then fair market value of the Shares received upon settlement. The Participant acknowledges that any income or other taxes due from the Participant him or her with respect to this Option the RSUs or the Shares issuable upon exercise of this Option pursuant to these RSUs shall be the Participant's responsibility; (ii) responsibility. In connection with... such settlement, the Participant was free shall be permitted to use professional advisors of his or her choice in connection with this Agreement, has received advice from his or her professional advisors in connection with this Agreement, understands its meaning and import, and is entering into this Agreement freely and without coercion or duress; (iii) the Participant has not received and is not relying upon any advice, representations or assurances made by or on behalf of instruct the Company or any Affiliate or any employee of or counsel to the Company or any Affiliate regarding any tax or other effects or implications of the Option, the Shares or other matters contemplated by this Agreement; and (iv) neither the Administrator, the Company, its Affiliates, nor any of its officers or directors, shall be held liable for any applicable costs, taxes, or penalties associated with the Option if, withhold in fact, the Internal Revenue Service were to determine that the Option constitutes deferred compensation under Section 409A of the Code. The Participant agrees that the Company may withhold cash from the Participant's remuneration, if any, the minimum statutory amount of federal, state and local withholding taxes attributable to such amount that is considered compensation includable in such person's gross income. At the Company's discretion, the amount required to be withheld may be withheld in cash from such remuneration, or settlement and/or in kind from the Shares otherwise deliverable to the Participant on exercise settlement of the Option. RSUs or other Shares held by the Participant, to the extent specifically approved by the Administrator. The Participant further agrees that, if the Company does not withhold an amount from the Participant's remuneration sufficient to satisfy the Company's income tax withholding obligation, the Participant will reimburse the Company on demand, in cash, for the amount under-withheld. The Company may provide the Participant with a credit extension in the form customarily used by the Company for all applicable taxes if legally permitted to do so. View More
