Grouped Into 178 Collections of Similar Clauses From Business Contracts
This page contains Taxes clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Taxes. (a) This Section 7(a) applies only to (a) all Grantees who are U.S. employees, and (b) to those Grantees who are employed by a Subsidiary of the Company that is obligated under applicable local law to withhold taxes with respect to the settlement of the Restricted Shares. Such Grantee shall pay to the Company or a designated Subsidiary, promptly upon request, and in any event at the time the Grantee recognizes taxable income with respect to the Restricted Shares, an amount equal to the taxes the... Company determines it is required to withhold under applicable tax laws with respect to the Restricted Shares. The Grantee may satisfy the foregoing requirement by making a payment to the Company in cash or by delivering already owned unrestricted Shares or by having the Company withhold a number of Shares in which the Grantee would otherwise become vested under this Agreement, in each case, having a value equal to the minimum amount of tax required to be withheld. Such Shares shall be valued at their Fair Market Value on the date as of which the amount of tax to be withheld is determined. (b) The Grantee acknowledges that the tax laws and regulations applicable to the Restricted Shares and the disposition of the shares following the settlement of Restricted Shares are complex and subject to change.View More
Taxes. (a) This Section 7(a) 5(a) applies only to (a) all Grantees Participants who are U.S. employees, and (b) to those Grantees Participants who are employed by a Subsidiary subsidiary of the Company that is obligated under applicable local law to withhold taxes with respect to the settlement of the Shares of Restricted Shares. Stock. Such Grantee Participant shall pay to the Company or a designated Subsidiary, subsidiary, promptly upon request, and in any event at the time the Grantee Participant re...cognizes taxable income with respect to the Shares of Restricted Shares, Stock, an amount equal to the taxes the Company determines it is required to withhold under applicable tax laws with respect to the Shares of Restricted Shares. Stock. The Grantee Participant may satisfy the foregoing requirement by making a payment to the Company in cash or or, with the approval of the Plan administrator, by delivering already owned unrestricted Shares or by having the Company withhold a number of Shares in which the Grantee Participant would otherwise become vested under this Agreement, in each case, having a value equal to the minimum amount of tax required to be withheld. Such Shares shall be valued at their Fair Market Value fair market value on the date as of which the amount of tax to be withheld is determined. 2 (b) The Grantee Participant acknowledges that the tax laws and regulations applicable to the Shares of Restricted Shares Stock and the disposition of the shares following the settlement of Shares of Restricted Shares Stock are complex and subject to change. View More
Taxes. (a) This Section 7(a) 4(a) applies only to (a) all Grantees who are U.S. employees, and (b) to those Grantees who are employed by a Subsidiary of the Company that is obligated under applicable local law to withhold taxes with respect to the settlement of the Restricted Shares. Stock Units. Such Grantee shall pay to the Company or a designated Subsidiary, promptly upon request, and in any event at the time the Grantee recognizes taxable income with respect to the Restricted Shares, Stock Units, a...n amount equal to the taxes the Company Lands' 2 End determines it is required to withhold under applicable tax laws with respect to the Restricted Shares. Stock Units. The Grantee may satisfy the foregoing requirement by making a payment to the Company Lands' End in cash or by delivering already owned unrestricted Shares or by having the Company Lands' End withhold a number of Shares in which the Grantee would otherwise become vested under this Agreement, in each case, having a value equal to the minimum amount of tax required to be withheld. Such Shares shall be valued at their Fair Market Value fair market value on the date as of which the amount of tax to be withheld is determined. In the event that the withholding obligation arises during a period in which the Grantee is prohibited from trading in the Common Stock pursuant to the Company's insider trading policy, or by applicable securities or other laws, then unless otherwise elected by the Grantee during a period when he or she was not so restricted from trading, the Company shall automatically satisfy the Grantee's withholding obligation by withholding from Shares otherwise deliverable under this Agreement. (b) The Grantee acknowledges that the tax laws and regulations applicable to the Restricted Shares Stock Units and the disposition of the shares following the settlement of Restricted Shares Stock Units are complex and subject to change. (c) With respect to each individual who was an executive officer of the Company and subject to Section 16 of the Exchange Act on the Grant Date only, the Compensation Committee in approving this award has consented to payment of tax withholding obligations under subsection (a), or a combination of the methods set forth in subsections (a), as the Grantee may elect during such time periods as the Company may permit in compliance with all applicable legal requirements. If no such election is made, the Grantee's withholding obligation will automatically be satisfied by withholding from Shares otherwise deliverable under this Agreement. View More
Taxes. (a) This Section 7(a) 4(a) applies only to (a) all Grantees who are U.S. employees, and (b) to those Grantees who are employed by a Subsidiary of the Company that is obligated under applicable local law to withhold taxes with respect to the settlement of the Restricted Shares. RSUs. Such Grantee shall pay to the Company or a designated Subsidiary, promptly upon request, and in any event at the time the Grantee recognizes taxable income with respect to the Restricted Shares, RSUs, an amount equal... to the taxes the Company determines it is required to withhold under applicable tax laws with respect to the Restricted Shares. RSUs. The Grantee may satisfy the foregoing requirement by making a payment to the Company in cash or by delivering already owned unrestricted Shares or by having the Company withhold a number of Shares in which the Grantee would otherwise become vested under this Agreement, in each case, having a value equal to the minimum amount of tax required to be withheld. Such Shares shall be valued at their Fair Market Value fair market value on the date as of which the amount of tax to be withheld is determined. (b) The Grantee acknowledges that the tax laws and regulations applicable to the Restricted Shares RSUs and the disposition of the shares following the settlement of Restricted Shares RSUs are complex and subject to change. View More
Taxes. No later than the date as of which an amount relating to the Award first becomes taxable, Participant shall pay to the Company, or make arrangements satisfactory to the Committee regarding the payment of, any federal, state and local taxes and other items of any kind required by law to be withheld with respect to such amount. The obligations of the Company under the Plan shall be conditional on such payment or arrangements and the Company and its Subsidiaries and Affiliate, to the extent permitt...ed by law, shall have the right to deduct any such taxes from any payment of any kind otherwise due to Participant. At vesting, Restricted Stock Units awarded under this Agreement will be valued at the Fair Market Value of the Company's Stock on such date. Participant must satisfy the minimum statutory tax withholding obligations resulting from the vesting of Restricted Stock Units ("Minimum Withholding Obligations") either (a) by surrendering to the Company Restricted Stock Units that are then vesting with a value sufficient to satisfy the Minimum Withholding Obligations, or (b) by paying to the Company the appropriate amount in cash or, if acceptable to the Company, by check or other instrument. Unless Participant advises the Company of his or her election to use an alternative payment method, Participant shall be deemed to have elected to surrender to the Company Restricted Stock Units that are then vesting with a value sufficient to satisfy the Minimum Withholding Obligations. If Participant requests that the Company withhold taxes in addition to the Minimum Withholding Obligations, such additional withholding must be satisfied by Participant either (x) by paying to the Company the appropriate amount in cash or, if acceptable to the Company, by check or other instrument, or (y) provided that Participant has obtained the approval of either the Company or the Committee (as required under rules adopted by the Committee) prior to the date of vesting, by surrendering unrestricted shares of the Company's Stock that are not being distributed to Participant as a result of the vesting event and that have then been owned by Participant in unrestricted form for more than six (6) months. Under no circumstances will Participant be entitled to satisfy any such additional withholding by surrendering Restricted Stock Units, shares of the Company's Stock that are being distributed to Participant as a result of the vesting event, or other shares of Stock that have then been owned by Participant in unrestricted form for six (6) months or less. In addition, under no circumstances will Participant be entitled to satisfy any Minimum Withholding Obligations or additional withholding by surrendering Restricted Stock Units that are not then vesting or any Restricted Stock Units that Participant has elected to defer under Paragraph 8 above. All payments, surrenders of Units or shares, elections or requests for approval must be made by Participant in accordance with such procedures as may be adopted by the Company in connection therewith, and subject to such rules as have been or may be adopted by the Committee.View More
Taxes. No later than the date as of which an amount relating to the Award first becomes taxable, Participant shall pay to the Company, or make arrangements satisfactory to the Committee regarding the payment of, any federal, state and local taxes Taxes and other items of any kind required by law to be withheld with respect to such amount. The obligations of the Company under the Plan and this Agreement shall be conditional conditioned on such payment or arrangements and the Company and its Subsidiaries... and Affiliate, Affiliates, to the extent permitted by law, shall have the right to deduct any such taxes Taxes from any payment of any kind otherwise due to Participant. At vesting, Restricted Stock Units awarded under this Agreement and related Dividend Equivalent Units vesting on such date will be valued at the Fair Market Value of the Company's Stock on such date. Unless otherwise determined by the Committee, Participant must satisfy the minimum statutory tax withholding obligations resulting from the vesting of Restricted Stock Units and related Dividend Equivalents ("Minimum Withholding Obligations") either (a) by surrendering to the Company Restricted Stock Units and/or Dividend Equivalents that are then vesting with (or shares of Stock issuable as a value sufficient to satisfy result of the Minimum Withholding Obligations, or (b) by paying to the Company the appropriate amount in cash or, if acceptable to the Company, by check or other instrument. Unless Participant advises the Company of his or her election to use an alternative payment method, Participant shall be deemed to have elected to surrender to the Company Restricted Stock Units that are then vesting vesting) with a value sufficient to satisfy the Minimum Withholding Obligations. If Participant requests that the Company withhold taxes in addition to the Minimum Withholding Obligations, such additional withholding must be satisfied by Participant either (x) by paying to the Company the appropriate amount in cash or, if acceptable to the Company, by check or other instrument, or (y) provided that Participant has obtained the approval of either the Company or the Committee (as required under rules adopted by the Committee) prior to the date of vesting, by surrendering unrestricted shares of the Company's Stock that are not being distributed to Participant as a result of the vesting event and that have then been owned by Participant in unrestricted form for more than six (6) months. Under no circumstances will Participant be entitled to satisfy any such additional withholding by surrendering Restricted Stock Units, shares of the Company's Stock that are being distributed to Participant as a result of the vesting event, or other shares of Stock that have then been owned by Participant in unrestricted form for six (6) months or less. In addition, under no circumstances will Participant be entitled to satisfy any Minimum Withholding Obligations or additional withholding by surrendering Restricted Stock Units that are not then vesting or any Restricted Stock Units that Participant has elected to defer under Paragraph 8 above. Any request by Participant to satisfy Minimum Withholding Obligations by surrendering shares of Stock owned by Participant prior to the date of such satisfaction must be specifically approved in advance by the Committee. All payments, payments and surrenders of Units or shares, elections or shares of Stock and any requests for approval of alternative payment arrangements must be made by Participant in accordance with such procedures as may be adopted by the Company in connection therewith, and subject to such rules as have been or may be adopted by the Committee. View More
Taxes. THE REINVESTMENT OF DISTRIBUTIONS DOES NOT RELIEVE A PARTICIPANT OF ANY INCOME TAX LIABILITY WHICH MAY BE PAYABLE ON THE DISTRIBUTIONS. INFORMATION REGARDING POTENTIAL INCOME TAX LIABILITY OF PARTICIPANTS MAY BE FOUND IN THE PUBLIC FILINGS MADE BY THE COMPANY WITH THE SEC.
Taxes. THE REINVESTMENT OF DISTRIBUTIONS DOES NOT RELIEVE A PARTICIPANT OF ANY INCOME TAX LIABILITY WHICH THAT MAY BE PAYABLE ON THE DISTRIBUTIONS. INFORMATION REGARDING POTENTIAL TAX INCOME TAX LIABILITY OF PARTICIPANTS MAY BE FOUND IN THE PUBLIC FILINGS MADE BY THE COMPANY WITH THE SEC.
Taxes. THE REINVESTMENT OF DISTRIBUTIONS DOES NOT RELIEVE A PARTICIPANT OF ANY INCOME TAX LIABILITY WHICH THAT MAY BE PAYABLE ON THE DISTRIBUTIONS. INFORMATION REGARDING POTENTIAL TAX INCOME TAX LIABILITY OF PARTICIPANTS MAY BE FOUND IN THE PUBLIC FILINGS MADE BY THE COMPANY FUND WITH THE SEC.
Taxes. THE REINVESTMENT OF DISTRIBUTIONS DOES NOT RELIEVE A PARTICIPANT OF ANY INCOME TAX LIABILITY WHICH THAT MAY BE PAYABLE ON THE DISTRIBUTIONS. INFORMATION REGARDING POTENTIAL TAX INCOME TAX LIABILITY OF PARTICIPANTS MAY BE FOUND IN THE PUBLIC FILINGS MADE BY THE COMPANY WITH THE SEC.
Taxes. The Company will pay all taxes in respect of the issue of this Warrant or the Shares issuable upon exercise thereof. DATED this 16th day of June 2014. Digital Caddies, Inc. By: Brad Nightingale, CEO NOTICE OF EXERCISE (to be signed only upon exercise of Warrant) TO: DIGITAL CADDIES, INC. The undersigned, the owner of the attached Warrant, hereby irrevocable elects to exercise the purchase rights represented by the Warrant for, and to purchase thereunder, ____________________shares of Common Stoc...k of Digital Caddies, Inc., and herewith makes payment of $____________________ therefore. Please issue the shares of Common Stock as to which this Warrant is exercised in accordance with the instructions set forth below and, if the Warrant is being exercised with respect to less than all of the Shares to which it pertains, prepare and deliver a new Warrant of like tenor for the balance of the Shares purchasable under the attached Warrant. DATED this ____________ day of _____________________________ 20____. Signature:_________________________________ Signature Guaranteed:________________________ INSTRUCTIONS FOR REGISTRATION OF STOCK Name: _________________________________ (Please Type or Print) Address: _________________________________ _________________________________ _________________________________ NOTICE: The signature to the form of purchase must correspond with the name as written upon the face of the attached Warrant in every particular without alteration or enlargement or any change whatsoever, and must be guaranteed by a bank, other than a savings bank, or by a trust company or by a firm having membership on a registered national securities exchange. ASSIGNMENT FORM (To assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.) FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to Name: ________________________________________ (Please Print) Address: ________________________________________ (Please Print) Dated: _______________ __, ______ Holder's Signature: _________________ Holder's Address: __________________ EX-4.7 8 cady1212forms1aexh4_7.htm EXHIBIT 4.7 Exhibit A Warrant No. 2013-__ Form of Warrant Digital Caddies, Inc. (an Oklahoma Corporation) Warrant for the Purchase of _______ Shares of Common Stock, Par Value $0.001 [This Warrant Will Be Void After 5:00 P.M. Pacific Time On December 19, 2014 These securities have not been registered with the U.S. Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "Securities Act"), and are being offered in reliance on exemptions from registration provided in Section 4(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder and preemption from the registration or qualification requirements (other than notice filing and fee provisions) of applicable state laws under the National Securities Markets Improvement Act of 1996. THIS WARRANT (this "Warrant") certifies that, for value received _____________or registered assigns (the "Holder" or "Holders"), is entitled, at any time on or before 5:00 p.m. Pacific Standard Time on December 19, 2014, to subscribe for, purchase, and receive _____________ shares (the "Shares") of fully paid and non-assessable common stock, par value $0.001 (the "Common Stock") of Digital Caddies, Inc., an Oklahoma Corporation (the "Company"). Two Warrants are exercisable to purchase the 1 Share at a price of $0.20 per share (the "Exercise Price"). The number of Shares to be received on exercise of this Warrant and the Exercise Price may be adjusted on the occurrence of certain events as described herein. If the rights represented hereby are not exercised by 5:00 p.m. Pacific Standard Time on December 19, 2014, this Warrant shall automatically become void and of no further force or effect, and all rights represented hereby shall cease and expire. Subject to the terms set forth herein, this Warrant may be assigned by the Holder in whole or in part by execution of the form of assignment attached hereto or may be exercised by the Holder in whole or in part by execution of the form of exercise attached hereto and payment of the Exercise Price in the manner described above, all subject to the terms hereof.View More
Taxes. The Company will pay shall be entitled to withhold from any and all payments made to Executive all federal, state, local and/or other taxes in respect that the Company determines are required to be so withheld from such payments or by reason of any other settlement of stock awards or payments made to or on behalf of Executive for his benefit hereunder. This Agreement is intended to comply with, or otherwise be exempt from, Section 409A of the issue Internal Revenue Code (the "Code"). The Company... shall undertake to administer, interpret, and construe this Agreement in a manner that does not result in the imposition to Executive of additional taxes or interest under Code Section 409A. Notwithstanding any contrary provision of this Warrant Agreement, to extent Executive would otherwise be entitled to any severance pay described in Paragraph 3, or the Shares issuable upon exercise thereof. DATED this 16th day of June 2014. Digital Caddies, Inc. By: Brad Nightingale, CEO NOTICE OF EXERCISE (to be signed only upon exercise of Warrant) TO: DIGITAL CADDIES, INC. The undersigned, the owner other payment or benefit under any plan or arrangement of the attached Warrant, hereby irrevocable elects Company or its affiliates, that constitutes "deferred compensation" subject to exercise Section 409A, and that if paid during the purchase rights represented six months beginning on July 31, 2020 would in the reasonable determination of the Company be subject to additional tax under Section 409A because Executive is a "specified employee" (within the meaning of Section 409A as determined by the Warrant for, Company), then such payment or benefit shall not be made until February 4, 2021. The foregoing, however, shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. The Company shall not be liable to Executive for any payment made under this Agreement that is determined to result in an additional tax, penalty, or interest under Code Section 409A nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Code Section 409A. Nothing herein shall require the Company to provide Executive with any gross-up for any tax, interest or penalty incurred by Executive under Code Section 409A. AGREED TO: OSHKOSH CORPORATIONEXECUTIVE By: _______________________________________________________________ Title: Executive Vice President, General CounselRobert H. Sims& Secretary Date: ______________________________Date: __________________________ [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] EX-10.23 3 osk-ex1023_934.htm EX-10.23 osk-ex1023_934.htm Exhibit 10.23 SEVERANCE AGREEMENT AND FULL AND FINAL RELEASE This Severance Agreement and to purchase thereunder, ____________________shares Full and Final Release (hereafter the "Agreement") is entered into between Robert H. Sims ("Executive") and Oshkosh Corporation (together with all of Common Stock its past, present and future subsidiaries and parents, collectively, the "Company"). In exchange for the mutual consideration contained in this Agreement, Executive and the Company (together, the "Parties") hereby confirm that Executive's status as an officer of Digital Caddies, Inc., the Company terminated effective July 20, 2020 and herewith makes payment of $____________________ therefore. Please issue the shares of Common Stock as to which this Warrant is exercised in accordance his employment relationship with the instructions set forth below and, if the Warrant is being exercised with respect to less than all of the Shares to which it pertains, prepare and deliver a new Warrant of like tenor for the balance of the Shares purchasable under the attached Warrant. DATED this ____________ day of _____________________________ 20____. Signature:_________________________________ Signature Guaranteed:________________________ INSTRUCTIONS FOR REGISTRATION OF STOCK Name: _________________________________ (Please Type or Print) Address: _________________________________ _________________________________ _________________________________ NOTICE: The signature to the form of purchase must correspond with the name as written upon the face of the attached Warrant in every particular without alteration or enlargement or any change whatsoever, and must be guaranteed by a bank, other than a savings bank, or by a trust company or by a firm having membership on a registered national securities exchange. ASSIGNMENT FORM (To assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.) FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to Name: ________________________________________ (Please Print) Address: ________________________________________ (Please Print) Dated: _______________ __, ______ Holder's Signature: _________________ Holder's Address: __________________ EX-4.7 8 cady1212forms1aexh4_7.htm EXHIBIT 4.7 Exhibit A Warrant No. 2013-__ Form of Warrant Digital Caddies, Inc. (an Oklahoma Corporation) Warrant for the Purchase of _______ Shares of Common Stock, Par Value $0.001 [This Warrant Will Be Void After 5:00 P.M. Pacific Time On December 19, 2014 These securities have not been registered with the U.S. Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "Securities Act"), and are being offered in reliance on exemptions from registration provided in Section 4(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder and preemption from the registration or qualification requirements (other than notice filing and fee provisions) of applicable state laws under the National Securities Markets Improvement Act of 1996. THIS WARRANT (this "Warrant") certifies that, for value received _____________or registered assigns (the "Holder" or "Holders"), is entitled, at any time on or before 5:00 p.m. Pacific Standard Time on December 19, 2014, to subscribe for, purchase, and receive _____________ shares (the "Shares") of fully paid and non-assessable common stock, par value $0.001 (the "Common Stock") of Digital Caddies, Inc., an Oklahoma Corporation (the "Company"). Two Warrants are exercisable to purchase the 1 Share at a price of $0.20 per share (the "Exercise Price"). The number of Shares to be received on exercise of this Warrant and the Exercise Price may be adjusted on the occurrence of certain events as described herein. If the rights represented hereby are not exercised by 5:00 p.m. Pacific Standard Time on December 19, 2014, this Warrant shall automatically become void and of no further force or effect, and all rights represented hereby shall cease and expire. Subject Company terminated effective August 3, 2020 pursuant to the terms set forth herein, and conditions below: 1. No Admission. Neither the Company's signing of this Warrant may be assigned Agreement, nor any actions taken toward compliance with its terms, constitutes an admission by the Holder in whole or in part by execution Company of the form of assignment attached hereto or may be exercised by the Holder in whole or in part by execution of the form of exercise attached hereto and payment of the Exercise Price in the manner described above, all subject any liability to Executive other than under the terms hereof. of this Agreement or of any wrongdoing under any federal, state or local laws. View More
Taxes. The Company will pay all You agree to comply with the appropriate procedures established by the Company, from time to time, to provide for payment or withholding of such income or other taxes as may be required by law to be paid or withheld in respect of connection with the issue of this Warrant or the Shares issuable upon Options and exercise thereof. DATED this 16th day *** A-3 Exhibit B Form of June 2014. Digital Caddies, Stock Appreciation Right Award Agreement Novo Integrated Sciences, Inc....By: Brad Nightingale, CEO NOTICE OF EXERCISE (to be signed only upon exercise Stock Appreciation Rights Award Agreement Number of Warrant) TO: DIGITAL CADDIES, INC. The undersigned, SARs Grant Date Vesting Schedule Exercise Price: $_______________ per share of Common Stock Novo Integrated Sciences, Inc., a Nevada corporation (the "Company"), hereby grants to [_________] (the "Participant", also referred to as "you") Stock Appreciation Rights (the "SAR"), pursuant to the owner terms of the attached Warrant, Stock Appreciation Rights Award Agreement and the Novo Integrated Sciences, Inc. 2021 Equity Incentive Plan (the "Plan"). By signing this cover sheet, you agree to all of the terms and conditions described in the attached Stock Appreciation Rights Award Agreement and this Plan. Participant: Signature: Novo Integrated Sciences, Inc. By: Name: Title: This is not a stock certificate or a negotiable instrument. This grant of SAR is a voluntary, revocable grant from the Company and Participant hereby irrevocable elects acknowledges that the Company has no obligation to make additional grants in the future. UPON RECEIPT OF YOUR SIGNED AGREEMENT, A BOOKKEEPING ENTRY WILL BE ENTERED INTO THE COMPANY'S BOOKS AND RECORDS TO EVIDENCE THE SAR GRANTED TO YOU. B-1 Novo Integrated Sciences, Inc. STOCK APPRECIATION RIGHTS AWARD AGREEMENT 1. SAR/Nontransferability. This Stock Appreciation Rights Award Agreement (this "Agreement") evidences the grant to you on the Grant Date set forth on the cover page of this Agreement the Stock Appreciation Right as set forth therein (the "SAR") under the Novo Integrated Sciences, Inc. 2021 Equity Incentive Plan (the "Plan"). These SARs represent the right to receive, upon exercise thereof, an amount in cash as set forth in this Plan. This SAR will NOT be credited with dividends to the purchase rights represented by extent dividends are paid on the Warrant for, and to purchase thereunder, ____________________shares of Common Stock of Digital Caddies, Inc., and herewith makes payment the Company. Your SAR may not be transferred, assigned, pledged or hypothecated, whether by operation of $____________________ therefore. Please issue law or otherwise, nor may the shares of Common Stock as to which this Warrant is exercised in accordance with the instructions set forth below and, if the Warrant is being exercised with respect to less than all of the Shares to which it pertains, prepare and deliver a new Warrant of like tenor for the balance of the Shares purchasable under the attached Warrant. DATED this ____________ day of _____________________________ 20____. Signature:_________________________________ Signature Guaranteed:________________________ INSTRUCTIONS FOR REGISTRATION OF STOCK Name: _________________________________ (Please Type or Print) Address: _________________________________ _________________________________ _________________________________ NOTICE: The signature to the form of purchase must correspond with the name as written upon the face of the attached Warrant in every particular without alteration or enlargement or any change whatsoever, and must SAR be guaranteed by a bank, other than a savings bank, or by a trust company or by a firm having membership on a registered national securities exchange. ASSIGNMENT FORM (To assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.) FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to Name: ________________________________________ (Please Print) Address: ________________________________________ (Please Print) Dated: _______________ __, ______ Holder's Signature: _________________ Holder's Address: __________________ EX-4.7 8 cady1212forms1aexh4_7.htm EXHIBIT 4.7 Exhibit A Warrant No. 2013-__ Form of Warrant Digital Caddies, Inc. (an Oklahoma Corporation) Warrant for the Purchase of _______ Shares of Common Stock, Par Value $0.001 [This Warrant Will Be Void After 5:00 P.M. Pacific Time On December 19, 2014 These securities have not been registered with the U.S. Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "Securities Act"), and are being offered in reliance on exemptions from registration provided in Section 4(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder and preemption from the registration or qualification requirements (other than notice filing and fee provisions) of applicable state laws under the National Securities Markets Improvement Act of 1996. THIS WARRANT (this "Warrant") certifies that, for value received _____________or registered assigns (the "Holder" or "Holders"), is entitled, at any time on or before 5:00 p.m. Pacific Standard Time on December 19, 2014, to subscribe for, purchase, and receive _____________ shares (the "Shares") of fully paid and non-assessable common stock, par value $0.001 (the "Common Stock") of Digital Caddies, Inc., an Oklahoma Corporation (the "Company"). Two Warrants are exercisable to purchase the 1 Share at a price of $0.20 per share (the "Exercise Price"). The number of Shares to be received on exercise of this Warrant and the Exercise Price may be adjusted on the occurrence of certain events as described herein. If the rights represented hereby are not exercised by 5:00 p.m. Pacific Standard Time on December 19, 2014, this Warrant shall automatically become void and of no further force or effect, and all rights represented hereby shall cease and expire. Subject to the terms set forth herein, this Warrant may be assigned by the Holder in whole or in part by execution of the form of assignment attached hereto or may be exercised by the Holder in whole or in part by execution of the form of exercise attached hereto and payment of the Exercise Price in the manner described above, all made subject to execution, attachment or similar process. Any capitalized, but undefined, term used in this Agreement shall have the terms hereof. meaning ascribed to it in this Plan. View More
Taxes. The Company will pay all Bank and Bancorp may withhold from amounts, if any, payable to ______________ any applicable withholding or employment taxes in respect resulting from the issuance of the issue of this Warrant Award hereunder, dividends or the Shares issuable upon exercise thereof. DATED this 16th day of June 2014. Digital Caddies, Inc. By: Brad Nightingale, CEO NOTICE OF EXERCISE (to be signed only upon exercise of Warrant) TO: DIGITAL CADDIES, INC. The undersigned, the owner of the att...ached Warrant, hereby irrevocable elects to exercise the purchase rights represented by the Warrant for, and to purchase thereunder, ____________________shares of Common Stock of Digital Caddies, Inc., and herewith makes payment of $____________________ therefore. Please issue the shares of Common Stock as to which this Warrant is exercised in accordance with the instructions set forth below and, if the Warrant is being exercised distribution with respect to less than all of the Shares to which it pertains, prepare and deliver a new Warrant of like tenor for the balance of the Shares purchasable under the attached Warrant. DATED this ____________ day of _____________________________ 20____. Signature:_________________________________ Signature Guaranteed:________________________ INSTRUCTIONS FOR REGISTRATION OF STOCK Name: _________________________________ (Please Type Awards, or Print) Address: _________________________________ _________________________________ _________________________________ NOTICE: The signature to the form of purchase must correspond with the name as written upon the face of the attached Warrant in every particular without alteration or enlargement or any change whatsoever, and must be guaranteed by a bank, other than a savings bank, or by a trust company or by a firm having membership on a registered national securities exchange. ASSIGNMENT FORM (To assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.) FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to Name: ________________________________________ (Please Print) Address: ________________________________________ (Please Print) Dated: _______________ __, ______ Holder's Signature: _________________ Holder's Address: __________________ EX-4.7 8 cady1212forms1aexh4_7.htm EXHIBIT 4.7 Exhibit A Warrant No. 2013-__ Form of Warrant Digital Caddies, Inc. (an Oklahoma Corporation) Warrant for the Purchase of _______ Shares of Common Stock, Par Value $0.001 [This Warrant Will Be Void After 5:00 P.M. Pacific Time On December 19, 2014 These securities have not been registered with the U.S. Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "Securities Act"), and are being offered in reliance on exemptions from registration provided in Section 4(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder and preemption from the registration or qualification requirements (other than notice filing and fee provisions) lapse of applicable state laws under the National Securities Markets Improvement Act of 1996. THIS WARRANT (this "Warrant") certifies that, for value received _____________or registered assigns (the "Holder" or "Holders"), is entitled, at any time on or before 5:00 p.m. Pacific Standard Time on December 19, 2014, to subscribe for, purchase, and receive _____________ shares (the "Shares") of fully paid and non-assessable common stock, par value $0.001 (the "Common Stock") of Digital Caddies, Inc., an Oklahoma Corporation (the "Company"). Two Warrants are exercisable to purchase the 1 Share at a price of $0.20 per share (the "Exercise Price"). The number of Shares to be received on exercise of this Warrant and the Exercise Price may be adjusted restrictions imposed on the occurrence of certain events as described herein. If the rights represented hereby are not exercised by 5:00 p.m. Pacific Standard Time on December 19, 2014, this Warrant shall automatically become void and of no further force or effect, and all rights represented hereby shall cease and expire. Subject to the terms set forth herein, this Warrant may be assigned by the Holder in whole or in part by execution of the form of assignment attached hereto or may be exercised by the Holder in whole or in part by execution of the form of exercise attached hereto and payment of the Exercise Price in the manner described above, all subject to the terms hereof. Award. View More
Taxes. Regardless of any action the Company may take that is related to any or all income tax, payroll tax, or other tax-related withholding under the Plan ("Tax-Related Items"), the ultimate liability for all Tax-Related Items owed by you is and will remain your responsibility. The Company (a) makes no representations or undertakings regarding the treatment of any Tax-Related Items and (b) does not commit to structure the terms of the Award to reduce or eliminate your liability for Tax-Related Items. ...You will be required to meet any applicable tax withholding obligation in accordance with the tax withholding terms of Section 13.5 of the Plan (and any successor terms). The Option is intended to be exempt from Section 409A, and this Agreement will be administered and interpreted consistently with that intent and with the terms of Section 13.16 of the Plan (and any successor terms). If you make any disposition of Shares delivered under an Incentive Stock Option under the circumstances described in Code Section 421(b) (relating to certain disqualifying dispositions), you must notify the Company of that disposition within 10 days.View More
Taxes. (a) Regardless of any action the Company may take that is related to any or all income tax, payroll tax, or other tax-related withholding under the Plan ("Tax-Related Items"), the ultimate liability for all Tax-Related Items owed by you is and will remain your responsibility. The Company (a) (i) makes no representations or undertakings regarding the treatment of any Tax-Related Items under the Option and (b) (ii) does not commit to structure the terms of the Award Option to reduce or eliminate y...our liability for Tax-Related Items. (b) You will be required to meet any applicable tax withholding obligation in accordance with the tax withholding terms of Section 13.5 14.5 of the Plan (and any successor terms). The Option is intended to be exempt from Section 409A, and this Agreement will be administered and interpreted consistently with that intent and with the terms of Section 13.16 of the Plan (and any successor terms). (c) If you make any disposition of Shares delivered under an Incentive Stock Option under the circumstances described in Code Section 421(b) (relating to certain disqualifying dispositions), you must notify the Company of that disposition within 10 days. View More
Taxes. Regardless of any action the Company may take that is related to any or all income tax, payroll tax, or other tax-related withholding under the Plan ("Tax-Related Items"), the ultimate liability for all Tax-Related Items owed by you is and will remain your responsibility. The Company (a) makes no representations or undertakings regarding the treatment of any Tax-Related Items under the Award and (b) does not commit to structure the terms of the Award to reduce or eliminate your liability for Tax...-Related Items. You will be required to meet any applicable tax withholding obligation in accordance with the tax withholding terms of Section 13.5 of the Plan (and any successor terms). The Option Award is intended to be exempt from Section 409A, and this Agreement will be administered and interpreted consistently with that intent and with the terms of Section 13.16 of the Plan (and any successor terms). If you make any disposition of Shares delivered under an Incentive Stock Option under the circumstances described in Code Section 421(b) (relating to certain disqualifying dispositions), you must notify the Company of that disposition within 10 days.View More
Taxes. Regardless of any action the Company may take that is related to any or all income tax, payroll tax, or other tax-related withholding under the Plan ("Tax-Related Items"), the ultimate liability for all Tax-Related Items owed by you is and will remain your responsibility. The Company (a) makes no representations or undertakings regarding the treatment of any Tax-Related Items and (b) does not commit to structure the terms of the Award to reduce or eliminate your liability for Tax-Related Items. ...You will be required to meet any applicable tax withholding obligation in accordance with the tax withholding terms of Section 13.5 of the Plan (and any successor terms). The Option is RSUs are intended to be exempt from Section 409A, and this Agreement will be administered and interpreted consistently with that intent and with the terms of Section 13.16 of the Plan (and any successor terms). If you make 2 7. Adjustment. Upon any disposition of Shares delivered under an Incentive Stock Option under the circumstances event described in Code Section 421(b) (relating to certain disqualifying dispositions), you must notify 4.2 of the Company Plan (and any successor sections) occurring after the Grant Date, the adjustment terms of that disposition within 10 days. section will apply to the Award. View More
Taxes. (a) Liability for Tax-Related Items. Except to the extent prohibited by law, the Grantee acknowledges that the Grantee is ultimately liable and responsible for any and all income taxes (including federal, state, local and other income taxes), social insurance, payroll taxes and other tax-related withholding (the "Tax-Related Items") arising in connection with the RSUs, regardless of any action the Company takes with respect to such Tax-Related Items. The Grantee further acknowledges that the Com...pany (i) does not make any representation or undertaking regarding the treatment of any Tax-Related Item in connection with any aspect of the RSUs, including the grant and vesting of the RSUs, or the subsequent sale of the shares of Common Stock and (ii) does not commit, and is under no obligation, to structure the terms of the RSUs or any aspect of the RSUs to reduce or eliminate the Grantee's liability for Tax-Related Items or achieve any particular tax result. (b) Payment of Withholding Taxes. Notwithstanding any contrary provision of this Agreement, no shares of Common Stock shall be issued unless and until satisfactory arrangements (as determined by the Committee) have been made by the Grantee with respect to the payment of any taxes which the Company determines must be withheld with respect to such shares of Common Stock.View More
Taxes. (a) Liability for Tax-Related Items. Except to the extent prohibited by law, the Grantee acknowledges that the Grantee is ultimately liable and responsible for any and all income taxes (including federal, state, local and other income taxes), social insurance, payroll taxes and other tax-related withholding (the "Tax-Related Items") arising in connection with the RSUs, and related rights to dividend equivalents, regardless of any action the Company takes with respect to such Tax-Related Items. T...he Grantee further acknowledges that the Company (i) does not make any representation or undertaking regarding the treatment of any Tax-Related Item in connection with any aspect of the RSUs, and related rights to dividend equivalents, including the grant and vesting of the RSUs, or the subsequent sale of the shares of Common Stock and (ii) does not commit, and is under no obligation, to structure the terms of the RSUs or any aspect of the RSUs to reduce or eliminate the Grantee's liability for Tax-Related Items or achieve any particular tax result. (b) Payment of Withholding Taxes. Notwithstanding any contrary provision of this Agreement, no shares of Common Stock shall be issued unless and until satisfactory arrangements (as determined by the Committee) have been made by the Grantee with respect to the payment of any taxes which the Company determines must be withheld with respect to such shares of Common Stock.View More
Taxes. The Company may require payment of or withhold any tax that it believes is required as a result of the grant or exercise of the Option, and the Company may defer making delivery with respect to shares issuable hereunder until arrangements satisfactory to the Company have been made with respect to such tax withholding obligations.
Taxes. The Company Corporation may require payment or reimbursement of or may withhold any tax that it believes is required as a result of the grant or exercise of the Option, and the Company Corporation may defer making delivery with respect to shares issuable Shares or cash payable hereunder or otherwise until arrangements satisfactory to the Company Corporation have been made with respect to such tax withholding obligations.
Taxes. The Company may require payment of or withhold any tax that which it believes is required as a result of the grant or exercise of the Option, this Performance Cash Award, and the Company may defer making delivery payment with respect to shares issuable Performance Cash earned hereunder until arrangements satisfactory to the Company have been made with respect to such tax withholding obligations.
Taxes. The Company may require payment or reimbursement of or may withhold any minimum tax that it believes is required as a result of the grant or exercise of the Option, and the Company may defer making delivery with respect to shares issuable Shares or cash payable hereunder or otherwise until arrangements satisfactory to the Company have been made with respect to such tax withholding obligations.
Taxes. If any sum payable by the Company under this Agreement is subject to tax in the hands of an Underwriter or taken into account as a receipt in computing the taxable income of that Underwriter (excluding net income taxes on underwriting commissions payable hereunder), the sum payable to the Underwriter under this Agreement shall be increased to such sum as will ensure that the Underwriter shall be left with the sum it would have had in the absence of such tax.
Taxes. If any sum payable by the Company or the Selling Stockholder under this Agreement is subject to tax in the hands of an the Underwriter or taken into account as a receipt in computing the taxable income of that the Underwriter (excluding net income taxes on underwriting commissions payable hereunder), the sum payable to the Underwriter under this Agreement shall be increased to such sum as will ensure that the Underwriter shall be left with the sum it would have had in the absence of such tax. Th...e preceding sentence does not include taxes imposed as a result of a failure by the Underwriter to comply with tax certifications reasonably requested by the Company or the Selling Stockholder and which the Underwriter was legally able to provide. View More
Taxes. If any sum payable by the Company under this Agreement is subject to tax in the hands of an Underwriter or taken into account as a receipt in computing the taxable income of that Underwriter (excluding net income taxes on underwriting commissions payable hereunder), the sum payable to the Underwriter under this Agreement shall be increased to such sum as will ensure that the Underwriter shall be left with the sum it would have had in the absence of such tax. tax, except that no such increased am...ount shall be payable to any Underwriter in connection with any tax to which such Underwriter is subject as a result of the conduct of any business activity or operations or otherwise being tax resident in the Republic of Liberia. View More
Taxes. If any sum payable by the Company or the Selling Stockholder under this Agreement is subject to tax in the hands of an Underwriter or taken into account as a receipt in computing the taxable income of that Underwriter (excluding net income taxes on underwriting commissions payable hereunder and excluding such taxes imposed due to any Underwriter or any agent thereof having any present or former connection with a Taxing Jurisdiction, other than solely as a result of (i) the execution and delivery... of, or performance of, such Underwriter's obligations under this Agreement, (ii) receiving or paying for the shares of Common Stock or (iii) receiving any payments or enforcing any rights hereunder), the sum payable to the Underwriter under this Agreement shall be increased to such sum as will ensure that the Underwriter shall be left with the sum it would have had in the absence of such tax. View More
Taxes. The Participant expressly acknowledges and agrees that the Participant's rights hereunder, including the right to be issued Shares upon exercise of the Stock Option, are subject to the Participant promptly paying to the Company in cash or by check (or by such other means as may be acceptable to the Administrator) all taxes and other amounts required to be withheld. No Shares will be issued pursuant to the exercise of the Stock Option unless and until the person exercising the Stock Option has re...mitted to the Company an amount in cash sufficient to satisfy any withholding requirements, or has made other arrangements satisfactory to the Company with respect to such amounts. The Participant authorizes the Company and its subsidiaries to withhold any amounts due in respect of any required withholdings from any amounts otherwise owed to the Participant, but nothing in this sentence will be construed as relieving the Participant from any liability for satisfying his or her obligation under the preceding provisions of this Section.View More
Taxes. The Participant expressly acknowledges and agrees that the Participant's rights hereunder, including the right to be issued Shares upon exercise settlement of the Stock Option, Award, are subject to the Participant promptly paying to the Company in cash or by check (or by such other means as may be acceptable to the Administrator) all taxes and other amounts required to be withheld. No Shares will be issued pursuant to the exercise in respect of the Stock Option Award unless and until the person... exercising the Stock Option Participant has remitted to the Company an amount in cash sufficient to satisfy any withholding requirements, or has made other arrangements satisfactory to the Company with respect to such amounts. Unless otherwise determined by the Company, the Company shall automatically satisfy any tax withholding obligations by withholding from the Shares that would otherwise be delivered in connection with a vesting date a number of Shares having a fair market value equal to the minimum statutory amount required to be withheld to satisfy such tax withholding obligations and/or by causing such number of Shares to be sold in accordance with a sell-to-cover arrangement. The Participant authorizes the Company and its subsidiaries to withhold any amounts due in respect of any required withholdings by withholding from the Shares otherwise deliverable in connection with the RSUs, by causing such Shares to be sold in accordance with a sell-to-cover arrangement and/or by withholding from any amounts otherwise owed to the Participant, but nothing Participant. Nothing in this sentence will Section 7, however, shall be construed as relieving the Participant from of any liability for satisfying his or her obligation tax obligations relating to the Award. If a sell-to-cover arrangement is selected as contemplated hereunder the Participant shall bear all costs associated with the sale of Shares under the preceding provisions of this Section. such arrangement. View More
Taxes. The Participant expressly acknowledges and agrees that the Participant's rights hereunder, including the right to be issued Shares upon exercise settlement of the Stock Option, Award, are subject to the Participant promptly paying to the Company in cash or by check (or by such other means as may be acceptable to the Administrator) all taxes and other amounts required to be withheld. No Shares will be issued pursuant to the exercise in respect of the Stock Option Award unless and until the person... exercising the Stock Option Participant has remitted to the Company an amount in cash sufficient to satisfy any withholding requirements, or has made other arrangements satisfactory to the Company with respect to such amounts. Unless otherwise determined by the Company, the Company shall automatically satisfy any tax withholding obligations by withholding from the Shares that would otherwise be delivered in connection with a vesting date a number of Shares having a fair market value equal to the minimum statutory amount required to be withheld to satisfy such tax withholding obligations and/or by causing such number of Shares to be sold in accordance with a sell-to-cover arrangement. The Participant authorizes the Company and its subsidiaries to withhold any amounts due in respect of any required withholdings by withholding from the Shares otherwise deliverable in connection with the RSUs, by causing such Shares to be sold in accordance with a sell-to-cover arrangement and/or by withholding from any amounts otherwise owed to the Participant, but nothing Participant. If a sell-to-cover arrangement is selected as contemplated hereunder, the Participant shall bear all costs associated with the sale of Shares under such arrangement. Nothing in this sentence will Section 7, however, shall be construed as relieving the Participant from of any liability for satisfying his or her obligation under tax obligations relating to the preceding provisions of this Section. Award. View More
Taxes. The Participant expressly acknowledges and agrees that the Participant's rights hereunder, including the right to be issued Shares upon exercise settlement of the Stock Option, Award, are subject to the Participant promptly paying to the Company in cash or by check (or by such other means as may be acceptable to the Administrator) all taxes and other amounts required to be withheld. No Shares will be issued pursuant to the exercise in respect of the Stock Option Award unless and until the person... exercising the Stock Option Participant has remitted to the Company an amount in cash sufficient to satisfy any withholding requirements, or has made other arrangements satisfactory to the Company with respect to such amounts. The Participant authorizes the Company and its subsidiaries to withhold any amounts due in respect of any required withholdings from any amounts otherwise owed to the Participant, but nothing in this sentence will be construed as relieving the Participant from any liability for satisfying his or her obligation under the preceding provisions of this Section.View More
Taxes. (a) Tax Liability. The Participant is ultimately liable and responsible for all taxes owed by the Participant in connection with the Award, regardless of any action the Company takes with respect to any tax withholding obligations that arise in connection with the Award. The Company does not make any representation or undertaking regarding the treatment of any tax withholding in connection with the grant or vesting of the Award or the subsequent sale of Common Stock. The Company does not commit ...and is under no obligation to structure the Award to reduce or eliminate the Participant's tax liability. (b) Payment of Withholding Taxes. In the event required by federal, state or local law, the Company will have the right and is hereby authorized to withhold, and/or to require the Participant to pay upon the occurrence of an event triggering the requirement, any applicable withholding taxes in respect of the Award, whether upon its grant, vesting, settlement, and/or otherwise, and to take such other action as may be necessary in the opinion of the Board to satisfy all obligations for the payment of such withholding taxes. The Company may, in its sole discretion, and subject to compliance with all applicable laws as set forth at Section 8 below, permit the Participant to satisfy such tax withholding obligation, in whole or in part, without limitation, by: (i) causing the Participant to tender a cash payment; (ii) permitting the Participant to enter into a "same-day-sale" commitment with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a "FINRA Dealer") whereby the Participant shall irrevocably elect to sell a portion of the Common Stock to be delivered upon settlement in an amount necessary to satisfy the withholding taxes and the FINRA Dealer irrevocably commits to forward the proceeds directly to the Company; (iii) withholding otherwise then deliverable Common Stock having a fair market value not to exceed the maximum statutory withholding amount permissible in the applicable jurisdictions; (iv) causing the Participant to surrender Common Stock of the Company which (A) in the case of Common Stock initially acquired pursuant to an Award or otherwise, has been owned by the Participant for any applicable holding period, and (B) has a fair market value on the date of surrender equal to the amount required to be withheld; or (v) through any other lawful manner. The Participant agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to inadequate withholding. (c) THE PARTICIPANT FURTHER ACKNOWLEDGES THAT THE COMPANY HAS DIRECTED HIM OR HER TO SEEK INDEPENDENT ADVICE REGARDING THE APPLICABLE PROVISIONS OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, AND THE INCOME TAX LAWS OF ANY MUNICIPALITY OR STATE IN WHICH HE OR SHE MAY RESIDE.View More
Taxes. (a) Tax Liability. The Participant is ultimately liable and responsible for all taxes owed by the Participant in connection with the Award, regardless of any action the Company takes with respect to any tax withholding obligations that arise in connection with the Award. The Company does not make any representation or undertaking regarding the treatment of any tax withholding in connection with the grant or vesting of the Award or the subsequent sale of Common Stock. vested Restricted Shares. Th...e Company does not commit and is under no obligation to structure the Award to reduce or eliminate the Participant's tax liability. 2 (b) Payment of Withholding Taxes. In the event required by federal, state or local law, the Company will have the right and is hereby authorized to withhold, and/or to require the Participant to pay upon the occurrence of an the event triggering the requirement, any applicable withholding taxes in respect of the Award, whether upon its Restricted Shares, their grant, vesting, settlement, and/or otherwise, vesting or otherwise and to take such other action as may be necessary in the opinion of the Board Committee to satisfy all obligations for the payment of such withholding taxes. The Company may, Company, in its sole discretion, discretion and subject pursuant to compliance with all applicable laws such procedures as set forth at Section 8 below, it may specify from time to time, may permit the Participant to satisfy such tax withholding obligation, in whole or in part, without limitation, by: part (without limitation) by (i) causing paying cash; (ii) electing to have the Participant to tender a cash payment; (ii) permitting the Participant to enter into a "same-day-sale" commitment with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a "FINRA Dealer") whereby the Participant shall irrevocably elect to sell a portion of the Common Stock to be delivered upon settlement in an amount necessary to satisfy the withholding taxes and the FINRA Dealer irrevocably commits to forward the proceeds directly to the Company; (iii) withholding Company withhold otherwise then deliverable vested Restricted Shares having a fair market value equal to the minimum amount required to be withheld; (iii) delivering to the Company, vested and owned shares of Common Stock having a fair market value not to exceed the maximum statutory withholding amount permissible in the applicable jurisdictions; (iv) causing the Participant to surrender Common Stock of the Company which (A) in the case of Common Stock initially acquired pursuant to an Award or otherwise, has been owned by the Participant for any applicable holding period, and (B) has a fair market value on the date of surrender equal to the amount required to be withheld; or (v) (iv) through any other lawful manner. The Participant agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to inadequate withholding. (c) THE PARTICIPANT FURTHER ACKNOWLEDGES THAT THE COMPANY HAS DIRECTED HIM OR HER TO SEEK INDEPENDENT ADVICE REGARDING THE APPLICABLE PROVISIONS OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, AND THE INCOME TAX LAWS OF ANY MUNICIPALITY OR STATE IN WHICH HE OR SHE MAY RESIDE. The Company shall withhold from any dividends paid during the vesting period only the amounts the Company is required to withhold to satisfy any applicable tax withholding requirements with respect to such dividends based on minimum statutory withholding rates for federal and state tax purposes, including any payroll taxes. View More
Taxes. (a) Tax Liability. The Participant is ultimately liable and responsible for all taxes owed by the Participant in connection with the Award, regardless of any action the Company takes with respect to any tax withholding obligations that arise in connection with the Award. The Company does not make any representation or undertaking regarding the treatment of any tax withholding in connection with the grant or vesting of the Award or the subsequent sale of Common Stock. The Company does not commit ...and is under no obligation to structure the Award to reduce or eliminate the Participant's tax liability. (b) Payment of Withholding Taxes. In the event required by federal, federal or state or local law, the Company will have the right and is hereby authorized to withhold, and/or or to require the Participant to pay upon the occurrence of an event triggering the requirement, any applicable withholding taxes in respect of the Award, whether upon its Units, their grant, vesting, settlement, and/or otherwise, vesting or otherwise and to take such other action as may be necessary in the opinion of the Compensation Committee (the "Committee") of the Board of Directors (the "Board") of the Company, to satisfy all obligations for the payment of such withholding taxes. The Company may, in its sole discretion, and subject to compliance with all applicable laws as set forth at Section 8 below, permit the Participant to must satisfy such tax withholding obligation, in whole or in part, without limitation, by: (i) causing the Participant to tender a obligations by paying cash payment; (ii) permitting the Participant to enter into a "same-day-sale" commitment with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a "FINRA Dealer") whereby the Participant shall irrevocably elect to sell a portion of the Common Stock to be delivered upon settlement in an amount necessary to satisfy the withholding taxes and the FINRA Dealer irrevocably commits to forward the proceeds directly to the Company; (iii) withholding otherwise then deliverable Common Stock having a fair market value not to exceed the maximum statutory withholding amount permissible in the applicable jurisdictions; (iv) causing the Participant to surrender Common Stock of the Company which (A) in the case of Common Stock initially acquired pursuant to an Award or otherwise, has been owned by the Participant for any applicable holding period, and (B) has a fair market value on the date of surrender equal to the amount required to be withheld; or (v) through any other lawful manner. Company. The Participant agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to inadequate withholding. (c) THE PARTICIPANT FURTHER ACKNOWLEDGES THAT THE COMPANY HAS DIRECTED HIM OR HER TO SEEK INDEPENDENT ADVICE REGARDING THE APPLICABLE PROVISIONS OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, AND THE INCOME TAX LAWS OF ANY MUNICIPALITY OR STATE IN WHICH HE OR SHE MAY RESIDE. View More
