Withholding Obligations Clause Example with 225 Variations from Business Contracts
This page contains Withholding Obligations 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.
Withholding Obligations. (a) At the time you exercise your option, in whole or in part, and at any time thereafter as requested by the Company, you hereby authorize withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision for (including by means of a "same day sale" pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board to the extent permitted by the Company), any sums required to satisfy the federal, state, local and foreign ta...x withholding obligations of the Company or an Affiliate, if any, which arise in connection with the exercise of your option. (b) If this option is a Nonstatutory Stock Option, then upon your request and subject to approval by the Company, and compliance with any applicable legal conditions or restrictions, the Company may withhold from fully vested shares of Common Stock otherwise issuable to you upon the exercise of your option a number of whole shares of Common Stock having a Fair Market Value, determined by the Company as of the date of exercise, not in excess of the minimum amount of tax required to be withheld by law (or such lower amount as may be necessary to avoid classification of your option as a liability for financial accounting purposes). If the date of determination of any tax withholding obligation is deferred to a date later than the date of exercise of your option, share withholding pursuant to the preceding sentence shall not be permitted unless you make a proper and timely election under Section 83(b) of the Code, covering the aggregate number of shares of Common Stock acquired upon such exercise with respect to which such determination is otherwise deferred, to accelerate the determination of such tax withholding obligation to the date of exercise of your option. Any adverse consequences to you arising in connection with such share withholding procedure shall be your sole responsibility. (c) You may not exercise your option unless the tax withholding obligations of the Company and/or any Affiliate are satisfied. Accordingly, you may not be able to exercise your option when desired even though your option is vested, and the Company will have no obligation to issue a certificate for such shares of Common Stock or release such shares of Common Stock from any escrow provided for herein, if applicable, unless such obligations are satisfied.View More
Variations of a "Withholding Obligations" Clause from Business Contracts
Withholding Obligations. (a) At the time you exercise your option, in whole or in part, and at You acknowledge that, regardless of any time thereafter as requested action taken by the Company, or if different, the Affiliate employing or engaging you (the "Employer"), the ultimate liability for all income tax (including U.S. federal, state, and local taxes and/or non-U.S. taxes), social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your participation in the Plan and... legally applicable to you (the "Tax-Related Items") is and remains your responsibility and may 1. exceed the amount, if any, actually withheld by the Company or the Employer. You further acknowledge that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, including the grant of the Option, the vesting of the Option, the exercise of the Option, the subsequent sale of any Ordinary Shares acquired pursuant to the Option and the receipt of any dividends; and (ii) do not commit to and are under no obligation to reduce or eliminate your liability for Tax-Related Items. Further, if you become subject to taxation in more than one country, you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one country. (b) As further provided in Section 8 of the Plan, you may not exercise your Option unless the Tax-Related Items withholding obligations are satisfied. In this regard, prior to any relevant taxable or tax withholding event, you hereby authorize the Company and/or the Employer, or their respective agents, at their discretion and pursuant to such procedures as they may specify from time to time, to satisfy any applicable withholding obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision for (including (ii) withholding from proceeds of the sale of Ordinary Shares acquired at exercise of the Option either through a voluntary sale or through a mandatory sale arranged by means of a "same day sale" the Company (on your behalf pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board to the extent this authorization), or (iii) any other method permitted by the Company), Plan Administrator. The Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts, or other applicable withholding rates, including maximum applicable rates in your jurisdiction(s). If the maximum rate is used, any sums required over-withheld amount may be refunded to satisfy the federal, state, local and foreign tax withholding obligations of you in cash by the Company or an Affiliate, Employer (with no entitlement to the equivalent in Ordinary Shares), or if any, which arise not refunded, you may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in connection with Ordinary Shares, for tax purposes, you are deemed to have been issued the exercise full number of your option. (b) If this option is a Nonstatutory Stock Option, then upon your request and Ordinary Shares subject to approval by the Company, and compliance with any applicable legal conditions or restrictions, the Company may withhold from fully vested shares of Common Stock otherwise issuable to you upon the exercise of your option exercised Options, notwithstanding that a number of whole shares the Ordinary Shares are held back solely for the purpose of Common Stock having a Fair Market Value, determined by paying the Company as of the date of exercise, not in excess of the minimum amount of tax required Tax-Related Items. You must pay to be withheld by law (or such lower amount as may be necessary to avoid classification of your option as a liability for financial accounting purposes). If the date of determination of any tax withholding obligation is deferred to a date later than the date of exercise of your option, share withholding pursuant to the preceding sentence shall not be permitted unless you make a proper and timely election under Section 83(b) of the Code, covering the aggregate number of shares of Common Stock acquired upon such exercise with respect to which such determination is otherwise deferred, to accelerate the determination of such tax withholding obligation to the date of exercise of your option. Any adverse consequences to you arising in connection with such share withholding procedure shall be your sole responsibility. (c) You may not exercise your option unless the tax withholding obligations of the Company and/or the Employer any Affiliate are satisfied. amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for as a result of your participation in the Plan that cannot be satisfied by the means previously described. Accordingly, you may not be able to exercise your option when desired Option even though your option the Option is vested, and the Company will shall have no obligation to issue a certificate for such shares of Common Stock or release such shares of Common Stock from any escrow provided for herein, if applicable, Ordinary Shares subject to your Option, unless and until such obligations are satisfied. In the event that the amount of the Tax-Related Items withholding obligation in connection with your Option was greater than the amount actually withheld by the Company or your Employer, you agree to indemnify and hold the Company and your Employer harmless from any failure by the Company or your Employer to withhold the proper amount. View More
Withholding Obligations. (a) At the time you exercise your option, in whole or in part, and at You acknowledge that, regardless of any time thereafter as requested action taken by the Company, or if different, the Affiliate employing or engaging you (the "Employer"), the ultimate liability for all income tax (including U.S. federal, state, and local taxes and/or non-U.S. taxes), social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your participation in the Plan and... legally applicable to you (the "Tax-Related Items") is and remains your responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. You further acknowledge that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, including the grant of the Option, the vesting of the Option, the exercise of the Option, the subsequent sale of any Ordinary Shares acquired pursuant to the Option and the receipt of any dividends; and (ii) do not commit to and are under no obligation to reduce or eliminate your liability for Tax-Related Items. Further, if you become subject to taxation in more than one country, you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one country. (b) As further provided in Section 8 of the Plan, you may not exercise your Option unless the Tax-Related Items withholding obligations are satisfied. In this regard, prior to any relevant taxable or tax withholding event, you hereby authorize the Company and/or the Employer, or their respective agents, at their discretion and pursuant to such procedures as they may specify from time to time, to satisfy any applicable withholding obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision for (including (ii) withholding from proceeds of the sale of Ordinary Shares acquired at exercise of the Option either through a voluntary sale or through a mandatory sale arranged by means of a "same day sale" the Company (on your behalf pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board to the extent this authorization), or (iii) any other method permitted by the Company), Plan Administrator. The Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts, or other applicable withholding rates, including maximum applicable rates in your jurisdiction(s). If the maximum rate is used, any sums required over-withheld amount may be refunded to satisfy the federal, state, local and foreign tax withholding obligations of you in cash by the Company or an Affiliate, Employer (with no entitlement to the equivalent in Ordinary Shares), or if any, which arise not refunded, you may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in connection with Ordinary Shares, for tax purposes, you are deemed to have been issued the exercise full number of your option. (b) If this option is a Nonstatutory Stock Option, then upon your request and Ordinary Shares subject to approval by the Company, and compliance with any applicable legal conditions or restrictions, the Company may withhold from fully vested shares of Common Stock otherwise issuable to you upon the exercise of your option exercised Options, notwithstanding that a number of whole shares the Ordinary Shares are held back solely for the purpose of Common Stock having a Fair Market Value, determined by paying the Company as of the date of exercise, not in excess of the minimum amount of tax required Tax-Related Items. You must pay to be withheld by law (or such lower amount as may be necessary to avoid classification of your option as a liability for financial accounting purposes). If the date of determination of any tax withholding obligation is deferred to a date later than the date of exercise of your option, share withholding pursuant to the preceding sentence shall not be permitted unless you make a proper and timely election under Section 83(b) of the Code, covering the aggregate number of shares of Common Stock acquired upon such exercise with respect to which such determination is otherwise deferred, to accelerate the determination of such tax withholding obligation to the date of exercise of your option. Any adverse consequences to you arising in connection with such share withholding procedure shall be your sole responsibility. (c) You may not exercise your option unless the tax withholding obligations of the Company and/or the 27 Employer any Affiliate are satisfied. amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for as a result of your participation in the Plan that cannot be satisfied by the means previously described. Accordingly, you may not be able to exercise your option when desired Option even though your option the Option is vested, and the Company will shall have no obligation to issue a certificate for such shares of Common Stock or release such shares of Common Stock from any escrow provided for herein, if applicable, Ordinary Shares subject to your Option, unless and until such obligations are satisfied. In the event that the amount of the Tax-Related Items withholding obligation in connection with your Option was greater than the amount actually withheld by the Company or your Employer, you agree to indemnify and hold the Company and your Employer harmless from any failure by the Company or your Employer to withhold the proper amount. View More
Withholding Obligations. (a) At As further provided in Section 8 of the time you exercise your option, in whole or in part, and at any time thereafter as requested by the Company, Plan, you hereby authorize withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision for (including by means of a "same day sale" pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board to the extent permitted by the Company), for, any sums required to s...atisfy the federal, state, local and foreign tax and social security withholding obligations of the Company or an Affiliate, obligations, if any, which arise in connection with your RSU Award (the "Withholding Taxes") in 20 accordance with the exercise of your option. (b) If this option is a Nonstatutory Stock Option, then upon your request and subject to approval by the Company, and compliance with any applicable legal conditions or restrictions, the Company may withhold from fully vested shares of Common Stock otherwise issuable to you upon the exercise of your option a number of whole shares of Common Stock having a Fair Market Value, determined withholding procedures established by the Company as of and/or your employer. Unless the date of exercise, not in excess of the minimum amount of tax required to be withheld by law (or such lower amount as may be necessary to avoid classification of your option as a liability for financial accounting purposes). If the date of determination of any tax withholding obligation is deferred to a date later than the date of exercise of your option, share withholding pursuant to the preceding sentence shall not be permitted unless you make a proper and timely election under Section 83(b) of the Code, covering the aggregate number of shares of Common Stock acquired upon such exercise with respect to which such determination is otherwise deferred, to accelerate the determination of such tax withholding obligation to the date of exercise of your option. Any adverse consequences to you arising in connection with such share withholding procedure shall be your sole responsibility. (c) You may not exercise your option unless the tax withholding obligations of Withholding Taxes are satisfied, the Company and/or any Affiliate are satisfied. Accordingly, you may not be able to exercise your option when desired even though your option is vested, and the Company will shall have no obligation to issue a certificate for such shares deliver to you any Ordinary Shares in respect of Common Stock the RSU Award. In the event the Withholding Obligation of the Company arises prior to the delivery to you of Ordinary Shares or release such shares it is determined after the delivery of Common Stock Ordinary Shares to you that the amount of the Withholding Obligation was greater than the amount withheld by the Company, you agree to indemnify and hold the Company and your employer harmless from any escrow provided for herein, if applicable, unless such obligations are satisfied. failure by the Company or your employer to withhold the proper amount. View More
Withholding Obligations. (a) At the time you exercise your option, in whole or in part, and at You acknowledge that, regardless of any time thereafter as requested action taken by the Company, or if different, the Affiliate employing or engaging you (the "Employer"), the ultimate liability for all income tax (including U.S. federal, state, and local taxes and/or non-U.S. taxes), social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your participation in the Plan and... legally applicable to you (the "Tax-Related Items") is and remains your responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. You further acknowledge that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, including the grant of the Option, the vesting of the Option, the exercise of the Option, the subsequent sale of any Ordinary Shares acquired pursuant to the Option and the receipt of any dividends; and (ii) do not commit to and are under no obligation to reduce or eliminate your liability for Tax-Related Items. Further, if you become subject to taxation in more than one country, you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one country. (b) As further provided in Section 8 of the Plan, you may not exercise your Option unless the Tax-Related Items withholding obligations are satisfied. In this regard, prior to any relevant taxable or tax withholding event, you hereby authorize the Company and/or the Employer, or their respective agents, at their discretion and pursuant to such procedures as they may specify from time to time, to satisfy any applicable withholding obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision for (including (ii) withholding from proceeds of the sale of Ordinary Shares acquired at exercise of the Option either through a voluntary sale or through a mandatory sale arranged by means of a "same day sale" the Company (on your behalf pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board to the extent this authorization), or (iii) any other method permitted by the Company), Plan Administrator. The Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts, or other applicable withholding rates, including maximum applicable rates in your jurisdiction(s). If the maximum rate is used, any sums required over-withheld amount may be refunded to satisfy the federal, state, local and foreign tax withholding obligations of you in cash by the Company or an Affiliate, Employer (with no entitlement to the equivalent in Ordinary Shares), or if any, which arise not refunded, you may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in connection with Ordinary Shares, for tax purposes, you are deemed to have been issued the exercise full number of your option. (b) If this option is a Nonstatutory Stock Option, then upon your request and Ordinary Shares subject to approval by the Company, and compliance with any applicable legal conditions or restrictions, the Company may withhold from fully vested shares of Common Stock otherwise issuable to you upon the exercise of your option exercised Options, notwithstanding that a number of whole shares the Ordinary Shares are held back solely for the purpose of Common Stock having a Fair Market Value, determined by paying the Company as of the date of exercise, not in excess of the minimum amount of tax required Tax-Related Items. You must pay to be withheld by law (or such lower amount as may be necessary to avoid classification of your option as a liability for financial accounting purposes). If the date of determination of any tax withholding obligation is deferred to a date later than the date of exercise of your option, share withholding pursuant to the preceding sentence shall not be permitted unless you make a proper and timely election under Section 83(b) of the Code, covering the aggregate number of shares of Common Stock acquired upon such exercise with respect to which such determination is otherwise deferred, to accelerate the determination of such tax withholding obligation to the date of exercise of your option. Any adverse consequences to you arising in connection with such share withholding procedure shall be your sole responsibility. (c) You may not exercise your option unless the tax withholding obligations of the Company and/or the Employer any Affiliate are satisfied. amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for as a result of your participation in the Plan that cannot be satisfied by the means previously described. Accordingly, you may not be able to exercise your option when desired Option even though your option the Option is vested, and the Company will shall have no obligation to issue a certificate for such shares of Common Stock or release such shares of Common Stock from any escrow provided for herein, if applicable, Ordinary Shares subject to your Option, unless and until such obligations are satisfied. In the event that the amount of the Tax-Related Items withholding obligation in connection with your Option was greater than the amount actually withheld by the Company or your Employer, you agree to indemnify and hold the Company and your Employer harmless from any failure by the Company or your Employer to withhold the proper amount. View More
Withholding Obligations. (a) At Unless the time Withholding Obligation is satisfied, the Company shall have no obligation to deliver to you exercise your option, any Common Stock in whole respect of the RSU Award. In the event the Withholding Obligation of the Company arises prior to the delivery to you of Common Stock or in part, and at any time thereafter as requested it is determined after the delivery of Common Stock to you that the amount of the Withholding Obligation was greater than the amount withheld by the Com...pany, you hereby authorize withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision for (including by means of a "same day sale" pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board to the extent permitted by the Company), any sums required to satisfy the federal, state, local indemnify and foreign tax withholding obligations of hold the Company or an Affiliate, if any, which arise in connection with the exercise of your option. (b) If this option is a Nonstatutory Stock Option, then upon your request and subject to approval by the Company, and compliance with harmless from any applicable legal conditions or restrictions, the Company may withhold from fully vested shares of Common Stock otherwise issuable to you upon the exercise of your option a number of whole shares of Common Stock having a Fair Market Value, determined failure by the Company as of to withhold the date of exercise, not in excess of the minimum amount of tax required to be withheld by law (or such lower amount as may be necessary to avoid classification of your option as a liability for financial accounting purposes). If the date of determination of any tax withholding obligation is deferred to a date later than the date of exercise of your option, share withholding pursuant to the preceding sentence shall not be permitted unless you make a proper and timely election under Section 83(b) of the Code, covering the aggregate number of shares of Common Stock acquired upon such exercise with respect to which such determination is otherwise deferred, to accelerate the determination of such tax withholding obligation to the date of exercise of your option. Any adverse consequences to you arising in connection with such share withholding procedure shall be your sole responsibility. (c) You may not exercise your option unless the tax withholding obligations of the Company and/or any Affiliate are satisfied. Accordingly, you may not be able to exercise your option when desired even though your option is vested, and the Company will have no obligation to issue a certificate for such shares of Common Stock or release such shares of Common Stock from any escrow provided for herein, if applicable, unless such obligations are satisfied. amount. View More
Withholding Obligations. (a) At (a)On each vesting date, and on or before the time you exercise your option, in whole Participant receives a distribution of Common Stock underlying the PSUs, or in part, and at any other time thereafter as reasonably requested by the Company, you hereby authorize withholding from payroll and any other amounts payable to you, and otherwise agree Company in accordance with applicable tax laws, Participant agrees to make adequate provision for (including by means of a "same day sale" pursua...nt to a program developed under Regulation T as promulgated by the Federal Reserve Board to the extent permitted by the Company), any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or an Affiliate, if any, which any Affiliate that arise in connection with this Award (the "Withholding Taxes"). Specifically, the exercise Company or an Affiliate may, in its sole discretion, satisfy all or any portion of your option. (b) If this option the Withholding Taxes relating to the Award by any of the following means or by a combination of such means: (i) withholding from any compensation otherwise payable to Participant by the Company or an Affiliate; (ii) causing Participant to tender a cash payment; (iii) permitting Participant to enter into a "same day sale" commitment with a broker-dealer that is a Nonstatutory Stock Option, then upon your request member of the Financial Industry Regulatory Authority (a "FINRA Dealer") whereby Participant irrevocably elects to sell a portion of the shares to be delivered in connection with the PSUs to satisfy the Withholding Taxes and subject whereby the FINRA Dealer irrevocably commits to approval by forward the Company, and compliance with any applicable legal conditions or restrictions, proceeds necessary to satisfy the Withholding Taxes directly to the Company may withhold from fully vested and/or its Affiliates; or (iv) withholding shares of Common Stock otherwise issuable to you upon from the exercise of your option a number of whole shares of Common Stock having issued or otherwise issuable to Participant in connection with the PSUs with a Fair Market Value, determined by the Company Value (measured as of the date of exercise, not in excess of the minimum amount of tax required to be withheld by law (or such lower amount as may be necessary to avoid classification of your option as a liability for financial accounting purposes). If the date of determination of any tax withholding obligation is deferred to a date later than the date of exercise of your option, share withholding pursuant to the preceding sentence shall not be permitted unless you make a proper and timely election under Section 83(b) of the Code, covering the aggregate number of shares of Common Stock acquired upon such exercise with respect are delivered pursuant to which such determination is otherwise deferred, Section 3) equal to accelerate the determination amount of such tax withholding obligation Withholding Taxes; provided, however, that the number of such shares of Common Stock so withheld shall not exceed the amount necessary to satisfy the date of exercise of your option. Any adverse consequences to you arising in connection with such share withholding procedure shall be your sole responsibility. (c) You may not exercise your option unless the Company's required tax withholding obligations using the minimum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income. (b)Unless the Withholding Taxes of the Company and/or any Affiliate are satisfied. Accordingly, you may not be able to exercise your option when desired even though your option is vested, and satisfied, the Company will shall have no obligation to issue a certificate for such shares deliver to Participant any Common Stock. (c)In the event the Company's obligation to withhold arises prior to the delivery to Participant of the Common Stock or it is determined after the delivery of Common Stock or release such shares to Participant that the amount of Common Stock the Company's withholding obligation was greater than the amount withheld by the Company, Participant agrees to indemnify and hold the Company harmless from any escrow provided for herein, if applicable, unless such obligations are satisfied. failure by the Company to withhold the proper amount. View More
Withholding Obligations. (a) At As further provided in Section 8 of the time you exercise your option, in whole or in part, and at any time thereafter as requested by the Company, Plan, you hereby authorize withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision for (including by means of a "same day sale" pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board to the extent permitted by the Company), for, any sums required to s...atisfy the federal, state, local and foreign tax and social security withholding obligations of the Company or an Affiliate, obligations, if any, which arise in connection with your RSU Award (the "Withholding Taxes") in accordance with the exercise of your option. (b) If this option is a Nonstatutory Stock Option, then upon your request and subject to approval by the Company, and compliance with any applicable legal conditions or restrictions, the Company may withhold from fully vested shares of Common Stock otherwise issuable to you upon the exercise of your option a number of whole shares of Common Stock having a Fair Market Value, determined withholding procedures established by the Company as of and/or your employer. Unless the date of exercise, not in excess of the minimum amount of tax required to be withheld by law (or such lower amount as may be necessary to avoid classification of your option as a liability for financial accounting purposes). If the date of determination of any tax withholding obligation is deferred to a date later than the date of exercise of your option, share withholding pursuant to the preceding sentence shall not be permitted unless you make a proper and timely election under Section 83(b) of the Code, covering the aggregate number of shares of Common Stock acquired upon such exercise with respect to which such determination is otherwise deferred, to accelerate the determination of such tax withholding obligation to the date of exercise of your option. Any adverse consequences to you arising in connection with such share withholding procedure shall be your sole responsibility. (c) You may not exercise your option unless the tax withholding obligations of Withholding Taxes are satisfied, the Company and/or any Affiliate are satisfied. Accordingly, you may not be able to exercise your option when desired even though your option is vested, and the Company will shall have no obligation to issue a certificate for such shares deliver to you any Ordinary Shares in respect of Common Stock the RSU Award. In the event the Withholding Obligation of the Company arises prior to the delivery to you of Ordinary Shares or release such shares it is determined after the delivery of Common Stock Ordinary Shares to you that the amount of the Withholding Obligation was greater than the amount withheld by the Company, you agree to indemnify and hold the Company and your employer harmless from any escrow provided for herein, if applicable, unless such obligations are satisfied. failure by the Company or your employer to withhold the proper amount. View More
Withholding Obligations. (a) At As further provided in Section 8 of the time you exercise your option, in whole or in part, and at any time thereafter as requested by the Company, Plan, you hereby authorize withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision for (including by means of a "same day sale" pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board to the extent permitted by the Company), for, any sums required to s...atisfy the federal, state, local and foreign tax and/or social security withholding obligations of the Company or an Affiliate, obligations, if any, which arise in connection with your RSU Award (the "Withholding Taxes") in accordance with the exercise of your option. (b) If this option is a Nonstatutory Stock Option, then upon your request and subject to approval withholding procedures established by the Company, and compliance with any applicable legal conditions or restrictions, Company. Unless the Withholding Taxes are satisfied, the Company may withhold from fully vested shares of Common Stock otherwise issuable to you upon the exercise of your option a number of whole shares of Common Stock having a Fair Market Value, determined by the Company as of the date of exercise, not in excess of the minimum amount of tax required to be withheld by law (or such lower amount as may be necessary to avoid classification of your option as a liability for financial accounting purposes). If the date of determination of any tax withholding obligation is deferred to a date later than the date of exercise of your option, share withholding pursuant to the preceding sentence shall not be permitted unless you make a proper and timely election under Section 83(b) of the Code, covering the aggregate number of shares of Common Stock acquired upon such exercise with respect to which such determination is otherwise deferred, to accelerate the determination of such tax withholding obligation to the date of exercise of your option. Any adverse consequences to you arising in connection with such share withholding procedure shall be your sole responsibility. (c) You may not exercise your option unless the tax withholding obligations of the Company and/or any Affiliate are satisfied. Accordingly, you may not be able to exercise your option when desired even though your option is vested, and the Company will have no obligation to issue a certificate for such shares deliver to you any Common Stock in respect of the RSU Award. In the event the obligation of the company or its Affiliate with respect to Withholding Taxes (a "Withholding Obligation") arises prior to the delivery to you of Common Stock or release such shares it is determined after the delivery of Common Stock to you that the amount of the Withholding Taxes was greater than the amount withheld by the Company and/or its Affiliate (as applicable), you agree to indemnify and hold the Company and/or its Affiliate (as applicable) harmless from any escrow provided for herein, if applicable, unless such obligations are satisfied. failure by the Company to withhold the proper amount. View More
Withholding Obligations. (a) At the time you exercise your option, the Option, in whole or in part, and at any time thereafter as requested by the Company, Company requests, you hereby authorize withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision for (including by means of a "same day sale" pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board to the extent permitted by the Company), any sums required to satisfy the federa...l, state, local and foreign tax withholding obligations of the Company or an Affiliate, if any, which any Affiliate that arise in connection with the exercise of your option. the Option. (b) If this option is a Nonstatutory Stock Option, then upon your request and subject to approval by the Company, and compliance with any applicable legal conditions or restrictions, the Company may withhold from fully vested shares of Common Stock otherwise issuable to you upon the exercise of your option a number of whole shares of Common Stock having a Fair Market Value, determined by the Company as of the date of exercise, not in excess of the minimum amount of tax required to be withheld by law (or such lower amount as may be necessary to avoid classification of your option as a liability for financial accounting purposes). If the date of determination of any tax withholding obligation is deferred to a date later than the date of exercise of your option, share withholding pursuant to the preceding sentence shall not be permitted unless you make a proper and timely election under Section 83(b) of the Code, covering the aggregate number of shares of Common Stock acquired upon such exercise with respect to which such determination is otherwise deferred, to accelerate the determination of such tax withholding obligation to the date of exercise of your option. Any adverse consequences to you arising in connection with such share withholding procedure shall be your sole responsibility. (c) You may not exercise your option the Option unless the tax withholding obligations of the Company and/or and any Affiliate are satisfied. Accordingly, you may not be able to exercise your option the Option when desired even though your option the Option is vested, and the Company will have no obligation to issue a certificate for such shares of Common Stock or release such shares of Common Stock from any escrow provided for herein, if applicable, Shares unless such obligations are satisfied. satisfied.12. TAX CONSEQUENCES. You hereby agree that the Company does not have a duty to design or administer the Plan or its other compensation programs in a manner that minimizes your tax liabilities. You will not make any claim against the Company, or any of its officers, directors, employees or Affiliates related to tax liabilities arising from the Option or your other compensation. In particular, you acknowledge that the Option is exempt from Section 409A only if the exercise price per share specified in the Grant Notice is at least equal to the "fair market value" per share of the Shares on the Date of Grant and there is no other impermissible deferral of compensation associated with the Option.13. NOTICES. Any notices provided for in the Option, this Option Agreement, the Grant Notice or the Plan will be given in writing and will be deemed effectively given on receipt or, in the case of notices delivered by mail by the Company to you, five (5) days after deposit in the U.S. mail, postage prepaid, addressed to you at the last address you provided to the Company. The Company may, in its sole discretion, decide to deliver any documents related to participation in the Plan and the Option by electronic means or to request your consent to participate in the Plan by electronic means. By accepting the Option, you consent to receive such documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.14. GOVERNING PLAN DOCUMENT. The Option is subject to all the provisions of the Plan, the provisions of which are hereby made a part of the Option, and is further subject to all interpretations, amendments, rules and regulations, which may from time to time be promulgated and adopted pursuant to the Plan. In addition, the Option (and any compensation paid or shares issued under the Option) is subject to recoupment in accordance with The Dodd-Frank Wall Street Reform and Consumer Protection Act and any implementing regulations thereunder, any clawback policy adopted by the Company and any compensation recovery policy otherwise required by applicable law. No recovery of compensation under such a clawback policy will be an event giving rise to a right to resign for "good reason" or for a "constructive termination" (or similar term) under any agreement with the Company. View More
Withholding Obligations. (a) At the time you exercise your option, in whole or in part, and at You acknowledge that, regardless of any time thereafter as requested action taken by the Company, or if different, the Affiliate employing or engaging you (the "Employer"), the ultimate liability for all income tax (including U.S. federal, state, and local taxes and/or non-U.S. taxes), social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your participation in the Plan and... legally applicable to you (the "Tax-Related Items") is and remains your responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. You further acknowledge that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in 2. connection with any aspect of the Option, including the grant of the Option, the vesting of the Option, the exercise of the Option, the subsequent sale of any shares of Common Stock acquired pursuant to the Option and the receipt of any dividends; and (ii) do not commit to and are under no obligation to reduce or eliminate your liability for Tax-Related Items. Further, if you become subject to taxation in more than one country, you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one country. (b) As further provided in Section 8 of the Plan, you may not exercise your Option unless the Tax-Related Items withholding obligations are satisfied. In this regard, prior to any relevant taxable or tax withholding event, you hereby authorize the Company and/or the Employer, or their respective agents, at their discretion and pursuant to such procedures as they may specify from time to time, to satisfy any applicable withholding obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision for (including by means of a "same day sale" pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board to the extent permitted by the Company), any sums required to satisfy the federal, state, local and foreign tax (ii) withholding obligations from proceeds of the Company or an Affiliate, if any, which arise in connection with the exercise sale of your option. (b) If this option is a Nonstatutory Stock Option, then upon your request and subject to approval by the Company, and compliance with any applicable legal conditions or restrictions, the Company may withhold from fully vested shares of Common Stock otherwise issuable acquired at exercise of the Option either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization), or (iii) any other method permitted by the Plan Administrator. The Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts, or other applicable withholding rates, including maximum applicable rates in your jurisdiction(s). If the maximum rate is used, any over-withheld amount may be refunded to you upon in cash by the exercise of your option a number of whole Company or Employer (with no entitlement to the equivalent in shares of Common Stock having Stock), or if not refunded, you may seek a Fair Market Value, determined by refund from the Company as of the date of exercise, not in excess of the minimum amount of local tax required to be withheld by law (or such lower amount as may be necessary to avoid classification of your option as a liability for financial accounting purposes). authorities. If the date obligation for Tax-Related Items is satisfied by withholding in shares of determination of any Common Stock, for tax withholding obligation is deferred purposes, you are deemed to a date later than have been issued the date of exercise of your option, share withholding pursuant to the preceding sentence shall not be permitted unless you make a proper and timely election under Section 83(b) of the Code, covering the aggregate full number of shares of Common Stock acquired upon such exercise with respect to which such determination is otherwise deferred, to accelerate the determination of such tax withholding obligation subject to the date exercised Options, notwithstanding that a number of exercise the shares of your option. Any adverse consequences Common Stock are held back solely for the purpose of paying the Tax-Related Items. You must pay to you arising in connection with such share withholding procedure shall be your sole responsibility. (c) You may not exercise your option unless the tax withholding obligations of the Company and/or the Employer any Affiliate are satisfied. amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for as a result of your participation in the Plan that cannot be satisfied by the means previously described. Accordingly, you may not be able to exercise your option when desired Option even though your option the Option is vested, and the Company will shall have no obligation to issue a certificate for such shares of Common Stock or release such shares of Common Stock from any escrow provided for herein, if applicable, subject to your Option, unless and until such obligations are satisfied. In the event that the amount of the Tax-Related Items withholding obligation in connection with your Option was greater than the amount actually withheld by the Company or your Employer, you agree to indemnify and hold the Company and your Employer harmless from any failure by the Company or your Employer to withhold the proper amount. View More
