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, The Company may, in whole or in part, and at its sole discretion, satisfy 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 sa...tisfy the federal, state, local and or foreign tax withholding obligations obligation relating to this Award by any of the Company following means or an Affiliate, if any, which arise by a combination of such means (the "Withholding Obligation"): (i) causing you to tender a cash payment; (ii) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to you 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 Award; provided, that 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 which may be so withheld or surrendered shall be limited to the number of shares of Common Stock which such determination is otherwise deferred, to accelerate the determination of such tax withholding obligation to have a Fair Market Value on the date of exercise withholding in such amount that will not cause adverse accounting consequences for the Company and its Affiliates and is permitted under applicable withholding rules promulgated by the Internal Revenue Service or another governmental entity; (iii) withholding cash from an Award settled in cash; (iv) withholding payment from any amounts otherwise payable to you; and/or (v) permitting or requiring you to enter into a "same day sale" commitment, if applicable, with a broker-dealer that is a member of your option. Any adverse consequences the Financial Industry Regulatory Authority (a "FINRA Dealer"), pursuant to this authorization and without further consent, whereby you arising irrevocably elect to sell a portion of the shares to be delivered in connection with such share withholding procedure shall be your sole responsibility. (c) You may not exercise your option unless Restricted Stock Units to satisfy the tax withholding obligations of Withholding Obligation and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the Withholding Obligation directly to the Company and/or any Affiliate are satisfied. Accordingly, you may not be able to exercise your option when desired even though your option its Affiliates. Unless the Withholding Obligation is vested, and satisfied, the Company will shall have no obligation to issue a certificate for such shares deliver to you any Common Stock or any other consideration pursuant to this Award. (b) In the event it is determined after the delivery of Common Stock or release such shares to you that the amount of Common Stock the Withholding Obligation was greater than the amount withheld by the Company, you agree 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 On or before the time you exercise receive a distribution pursuant to your option, in whole Award, or in part, and at any time thereafter as requested by the Company, you hereby authorize any required withholding from payroll and any other amounts payable the consideration issuable to you, 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 exte...nt 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, any Affiliate which arise in connection with your Award (the "Withholding Taxes"). The Company may satisfy all or any portion of the exercise of obligation for Withholding Taxes relating to your option. (b) If this option is a Nonstatutory Stock Option, then upon your request and subject Award by withholding from any compensation otherwise payable to approval you 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 whether 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 Award or otherwise. 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 satisfied, the Company will have no obligation to issue a certificate for such shares deliver to you any consideration pursuant to your Performance Award. (b) In the event the Company's obligation to withhold arises prior to the delivery to you of Common Stock consideration pursuant to your Performance Award or release such shares it is determined after the delivery of Common Stock consideration to you that the amount of the Company's withholding obligation was greater than the amount withheld by the Company, you agree 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 the time you exercise your option, The Company may, in whole or in part, and at its sole discretion, satisfy 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 sa...tisfy the federal, state, local and or foreign tax withholding obligations obligation relating to this Award by any of the Company following means or an Affiliate, if any, which arise by a combination of such means (the "Withholding Obligation"): (i) causing you to tender a cash payment; (ii) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to you 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 Award; provided, that 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 which may be so withheld or surrendered shall be limited to the number of shares of Common Stock which such determination is otherwise deferred, to accelerate the determination of such tax withholding obligation to have a Fair Market Value on the date of exercise withholding in such amount that will not cause adverse accounting consequences for the Company and its Affiliates and is permitted under applicable withholding rules promulgated by the Internal Revenue Service or another governmental entity; (iii) withholding cash from an Award settled in cash; (iv) withholding payment from any amounts otherwise payable to you; and/or (v) permitting or requiring you to enter into a "same day sale" commitment, if applicable, with a broker-dealer that is a member of your option. Any adverse consequences the Financial Industry Regulatory Authority (a "FINRA Dealer"), pursuant to this authorization and without further consent, whereby you arising irrevocably elect to sell a portion of the shares to be delivered in connection with such share withholding procedure shall be your sole responsibility. (c) You may not exercise your option unless Restricted Stock Units to satisfy the tax withholding obligations of Withholding Obligation and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the Withholding Obligation directly to the Company and/or any Affiliate are satisfied. Accordingly, you may not be able to exercise your option when desired even though your option its Affiliates. Unless the Withholding Obligation is vested, and satisfied, the Company will shall have no obligation to issue a certificate for such shares deliver to you any Common Stock or any other consideration pursuant to this Award. (b) In the event the 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 Obligation was greater than the amount withheld by the Company, you agree 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 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, Company or, if different, your employer (the "Employer") the ultimate liability for all income tax, 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 hereby ("Tax-Related Items"), is and remains your responsibili...ty and may exceed the amount actually withheld by the Company or the Employer. You further acknowledge that the Company and/or the Employer make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of your Option, including, but not limited to, the grant, vesting or exercise of the Option, the subsequent sale of Ordinary Shares acquired pursuant to such exercise and the receipt of any dividends. Further, if you are subject to Tax-Related Items in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, 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 jurisdiction. (b) Prior to the relevant taxable or tax withholding event, as applicable, you agree to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, you authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by withholding from payroll and any other amounts payable to you, and otherwise agree including any proceeds due to make adequate provision for you from the sale of Ordinary Shares acquired at exercise of the Option either through a voluntary sale or through a mandatory sale arranged by the Company on your behalf (including by means of 7. a "same day sale" pursuant to a program developed under Regulation T as promulgated by the U.S. Federal Reserve Board Board) pursuant 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 arise in connection with the exercise of your option. (b) If this option is a Nonstatutory Stock Option, then upon authorization without further consent. (c) Upon your request and subject to approval by the Company, Company and compliance with any applicable legal conditions or restrictions, the Company may withhold from fully vested shares of Common Stock Ordinary Shares otherwise issuable to you upon the exercise of your option Option a number of whole shares of Common Stock Ordinary Shares 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 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) (d) You may not exercise your option Option unless the tax withholding all obligations of the Company and/or any Affiliate for Tax-Related Items are satisfied. Accordingly, you may not be able to exercise your option Option when desired even though your option 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, Ordinary Shares unless such obligations are satisfied. View More
Withholding Obligations. (a) At On each vesting date, and on or before the time you exercise receive a distribution of the shares underlying your option, in whole or in part, Restricted Stock Units, and at any other time thereafter as reasonably requested by the Company, Company in accordance with applicable tax laws, 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 develop...ed 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 your Award (the "Withholding Taxes"). Specifically, the exercise Company or an Affiliate may, in its sole discretion, satisfy all or any portion of the Withholding Taxes relating to your option. (b) If this option Award by any of the following means or by a combination of such means: (i) withholding from any compensation 4 otherwise payable to you by the Company or an Affiliate; (ii) causing you to tender a cash payment; or (iii) permitting or requiring you to enter into a "same day sale" commitment with a broker-dealer that is a Nonstatutory member of the Financial Industry Regulatory Authority (a "FINRA Dealer") whereby you irrevocably elect to sell a portion of the shares to be delivered in connection with your Restricted Stock Option, then upon your request Units 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; provided, however, that the number of such shares of Common Stock otherwise issuable to you upon so withheld will not exceed 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 satisfy 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 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 have no obligation to issue a certificate for such shares deliver to you any Common Stock. (c) In the event the Company's obligation to withhold 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 Company's withholding obligation was greater than the amount withheld by the Company, you agree 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 (a)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 t...o satisfy the federal, state, local and foreign tax 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 Withholding Obligation of the Company 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 Obligation was greater than the amount withheld by the Company, you agree 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 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 Withholding Obligation of the Company 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 Obligation was greater than the amount withheld by the Company, you agree 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 On each vesting date, and on or before the time you exercise receive a distribution of the shares underlying your option, Performance Stock Units (or payments in whole or in part, respect of your Dividend Equivalents), and at any other time thereafter as reasonably requested by the Company, Company in accordance with applicable tax laws, you hereby authorize withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision for (including by mean...s 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 withholding obligations of the Company or an Affiliate, if any, which any Affiliate that arise in connection with your Award (the "Withholding Taxes"). Specifically, the exercise Company or an Affiliate may, in its sole discretion, satisfy all or any portion of the Withholding Taxes relating to your option. (b) If this option Award by any of the following means or by a combination of such means: (i) withholding from any compensation otherwise payable to you by the Company or an Affiliate; (ii) causing you to tender a cash payment (which may be in the form of a check, electronic wire transfer or other method permitted by the Company); (iii) permitting or requiring you to enter into a "same day sale" commitment with a broker-dealer that is a Nonstatutory member of the Financial Industry Regulatory Authority (a "FINRA Dealer") whereby you irrevocably elect to sell a portion of the shares to be delivered in connection with your Performance Stock Option, then upon your request Units to satisfy the Withholding Taxes and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the Withholding Taxes directly to the Company and/or its Affiliates; or (iv) subject to the approval by of the Company, and compliance with any applicable legal conditions or restrictions, independent members of the Company may withhold from fully vested Board, withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to you upon in connection with your Performance Stock Units with a fair market value (measured as of the exercise of your option a number of whole date shares of Common Stock having a Fair Market Value, determined by are issued to you) equal to 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 Withholding Taxes; provided, however, that 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 such shares of Common Stock acquired upon such exercise with respect so withheld will not exceed the amount necessary to which such determination is otherwise deferred, to accelerate satisfy 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 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. 4 (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 have no obligation to issue a certificate for such shares deliver to you any Common Stock (or payments in respect of your Dividend Equivalents). (c) If the Company's obligation to withhold 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 Company's withholding obligation was greater than the amount withheld by the Company, you agree 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 a. On or before the time you exercise receive a distribution of the shares of Stock underlying your option, in whole or in part, Award, and at any other time thereafter as reasonably requested by the Company, Company in accordance with applicable tax laws, you hereby authorize any required withholding from payroll and any other amounts payable the shares of Stock issuable to you, and you and/or otherwise agree to make adequate provision in cash 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 withholding obligations of the Company or an Affiliate, if any, which any Affiliate that arise in connection with your Award (the "Withholding Taxes"). Additionally, the exercise Company or any Affiliate may, in its sole discretion, satisfy all or any portion of the Withholding Taxes obligation relating to your option. (b) If this option is Award by any of the following means or by a Nonstatutory Stock Option, then upon your request and subject combination of such means: (i) withholding from any compensation otherwise payable to approval you by the Company, Company; (ii) causing you to tender a cash payment; (iii) permitting or requiring you to enter into a "same day sale" commitment, whereby Withholding Taxes may be satisfied with a portion of the shares of Stock to be delivered in connection with your Restricted Stock Units by delivery of an irrevocable direction to a securities broker (on a form prescribed by the Committee) to sell a portion of the shares of Stock and compliance with any applicable legal conditions to deliver all or restrictions, part of the sale proceeds to the Company may withhold from fully vested and/or its Affiliates in payment of the amount necessary to satisfy the Withholding Taxes obligation; (iv) withholding shares of Common Stock from the shares of Stock issued or otherwise issuable to you upon in connection with the exercise of your option a number of whole shares of Common Stock having a Award with an aggregate Fair Market Value, determined by the Company Value (measured as of the date shares of exercise, not in excess Stock are issued to pursuant to Section 6) equal to the amount of such Withholding Taxes; provided, that to the extent necessary to qualify for an exemption from application of Section 16(b) 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 Exchange Act, if applicable, such share withholding procedure shall will be your sole responsibility. (c) You may not exercise your option unless subject to the express prior approval of the Committee; or (v) such other arrangements as are satisfactory to the Committee. b. 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 satisfied, the Company will shall have no obligation to issue a certificate for such deliver to you any shares of Common Stock. c. In the event the Company's obligation to withhold arises prior to the delivery to you of shares of Stock or release such it is determined after the delivery of shares of Common Stock to you that the amount of the Company's withholding obligations was greater than the amount withheld by the Company, you agree 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), any sums required to satisf...y the federal, state, local and foreign tax withholding obligations of the Company or an Affiliate, obligations, if any, which arise in connection with your RSU Award (the "Withholding Obligation") 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 Obligation is satisfied, the Company may withhold from fully vested shares of shall have no obligation 1. to deliver to you any 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 in respect of the date of exercise, not in excess of RSU Award. In 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 event 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 Withholding Obligation of the Company and/or any Affiliate are satisfied. Accordingly, arises prior to the delivery to 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 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 Company, you agree 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
