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 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 Obligation") in accordance with the exercise withholding procedures established by the Company. Unless the Withholding Obligation is satisfied, the Company shall have no obligation to deliver to you any Common Stock in respect of your option. (b) If this option the RSU Award. In the event the Withholding Obligation of the Company arises prior to the delivery to you of Common Stock or it is a Nonstatutory determined after the delivery of Common Stock Option, then upon your request and subject to approval you that the amount of the Withholding Obligation was greater than the amount withheld by the Company, you agree to indemnify and compliance with any applicable legal conditions or restrictions, hold the Company may harmless from any failure by the Company to 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, proper amount. The manner in which the Withholding Obligation is satisfied shall be 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 its sole 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. absolute discretion. View More
Withholding Obligations. (a) At On each vesting date, and on or before the time you exercise receive a distribution of the shares in respect of your option, in whole or in part, 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 any required withholdings from payroll and any other amounts payable the shares of Common Stock issuable to you, and you and/or otherwise agree to make adequate provision provision..., including 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"). 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; (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 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; or (iv) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to you upon in connection with your 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 Company's required tax withholding obligation obligations using the minimum statutory withholding rates for federal, state, local and, if applicable, foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income; and provided further, that to the date extent necessary to qualify for an exemption from application of exercise Section 16(b) of your option. Any adverse consequences to you arising in connection with the Exchange Act, such share withholding procedure shall be your sole responsibility. (c) You may not exercise your option unless subject to the tax withholding obligations express prior approval of the Board or a duly authorized committee thereof. (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 other consideration pursuant to this Award. (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, failure by the Company to withhold the proper amount. Exhibit 10.3 11. Unsecured Obligation. Your Award is unfunded, and as a holder of vested Stock Units, you will be considered an unsecured creditor of the Company with respect to the Company's obligation, if applicable, unless any, to issue shares or other property pursuant to this Award Agreement. You will not have voting or any other rights as a shareholder of the Company with respect to the shares to be issued pursuant to this Award Agreement until such obligations shares are satisfied. issued to you. Upon such issuance, you will obtain full voting and other rights as a shareholder of the Company. Nothing contained in this Award Agreement, and no action taken pursuant to its provisions, will create or be construed to create a trust of any kind or a fiduciary relationship between you and the Company or any other person. View More
Withholding Obligations. (a) At On or before the time you exercise receive a distribution of the shares subject 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 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 Reser...ve 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, any Affiliate which arise in connection with your Award (the "Withholding Taxes"). Additionally, the exercise Company 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, and compliance with any applicable legal conditions Company; (ii) causing you to tender a cash payment; or restrictions, the Company may withhold from fully vested (iii) 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 Award with a Fair Market Value, determined by the Company Value (measured as of the date shares of exercise, Stock are issued to pursuant to Section 6) equal to the amount of such Withholding Taxes; provided, however, that the number of such shares of Stock so withheld shall not in excess of exceed the amount necessary to satisfy the Company's required tax withholding obligations using the minimum amount of statutory withholding rates for federal, state, local and foreign tax required purposes, including payroll taxes, that are applicable 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 supplemental taxable income. (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 shares deliver to you any 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 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, Stock Units, 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 Common 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 Stock Units 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; (ii) causing you to tender a cash payment; (iii) permitting or requiring you to enter into a "same day sale" commitment, if applicable, 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 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; or (iv) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to you upon in connection with the exercise Award with a Fair Market Value (measured as of your option a number of whole the date shares of Common Stock having a Fair Market Value, determined by are issued to pursuant to Section 6) 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 Company's required tax withholding obligation 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; and provided, further, that to the date extent necessary to qualify for an exemption from application of exercise Section 16(b) of your option. Any adverse consequences to you arising in connection with the 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. (b) Unless the tax withholding obligations of the Company and/or any Affiliate 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 deliver to you any Common Stock. 6 (c) In the event the Company's obligation to withhold arises prior to the delivery to you of Common Stock or 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 failure by the Company to withhold the proper amount. (d) Because the vesting of Stock Units creates tax obligations to you and the Company has no authority to withhold otherwise deliverable shares from, or to make tax payments on behalf of, members of the Company's Board of Directors who are not employees of the Company, the Company is hereby offering you the opportunity at the time of executing this Agreement to elect to sell to the Company, on the vesting date, a certificate for such whole number of shares of Common Stock or release underlying your Stock Units equal as nearly as possible to such percentage of the shares covered by the Award (as is reflected in the Grant Notice) that vest on such vesting date, at a price per share equal to the Fair Market Value of a share of the Common Stock on the vesting date. If you elect to participate in this stock sale arrangement, the Company will remit promptly to you the aggregate purchase price for the shares of Common Stock from any escrow so purchased at the address on file with the Company and will distribute the balance of the shares underlying the Stock Units in the manner provided for herein, if applicable, unless such obligations are satisfied. in Section 6 of this Agreement. View More
Withholding Obligations. (a) At On each vesting date, and on or before the time you exercise receive a distribution of the shares of Class A Common Stock in respect of 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 any required withholding from payroll and any other amounts payable the Class A Common Stock issuable to you, and you and/or otherwise agree to make adequate...provision provision, including 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 Obligation"). (b) By accepting this Award, you acknowledge and agree that the exercise Company or any Affiliate may, in its sole discretion, satisfy all or any portion of the Withholding Obligation relating to your option. (b) If this option is Restricted Stock Units by any of the following means or by a Nonstatutory Stock Option, then upon your request and subject combination of such means: (i) causing you to approval pay any portion of the Withholding Obligation in cash; (ii) withholding from any compensation otherwise payable to you by the Company, and compliance with any applicable legal conditions or restrictions, the Company may withhold from fully vested Company; (iii) withholding shares of Class A Common Stock from the shares of Class A Common 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 Award with a Fair Market Value, determined by the Company Value (measured as of the date shares of exercise, Class A Common Stock are issued pursuant to Section 6) equal to the amount of such Withholding Obligation; provided, however, that the number of such shares of Class A Common Stock so withheld will not in excess exceed the amount necessary to satisfy the Withholding Obligation using the maximum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income; and provided, further, 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 subject to the express prior approval of the Board or the Company's Compensation Committee; and/or (iv) permitting or requiring you to enter into a "same day sale" commitment, if applicable, with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a "FINRA Dealer"), pursuant to this authorization and without further consent, whereby you irrevocably elect to sell a portion of the shares to be delivered in connection with 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 of deliver to you any Class A Common Stock or release such shares any other consideration pursuant to this Award. (c) In the event the Withholding Obligation arises prior to the delivery to you of Class A Common Stock or it is determined after the delivery of Class A 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 or before the time you exercise receive a distribution of shares subject 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 (if any) from payroll and any other amounts payable the Common 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 F...ederal Reserve Board to the extent permitted by the Company), any sums required to satisfy the federal, state, local and foreign tax withholding obligations (if any) of the Company or an Affiliate, if any, any Affiliate which arise in connection with your Award (the "Withholding Taxes"). Additionally, the exercise Company 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, and compliance with any applicable legal conditions or restrictions, the Company may withhold from fully vested Company; (ii) causing you to tender a cash payment; (iii) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to you upon in connection with the exercise Award with a Fair Market Value (measured as of your option a number of whole the date shares of Common Stock having are issued pursuant to Section 8) equal to the amount of such Withholding Taxes; provided, however, that the number of such shares of Common Stock so withheld will not exceed the amount necessary to satisfy 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; or (iv) selling shares of Common Stock in the open market that are issued to you in connection with the Award 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 issued pursuant to which such determination is otherwise deferred, Section 8) equal to accelerate the determination amount of such Withholding Taxes; provided, however, that the number of such shares of Common Stock so sold will not exceed the amount necessary to satisfy the Company's required tax withholding obligation obligations using the minimum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable 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 supplemental taxable income. 10 (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 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 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 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 Company's withholding obligation in connection with your Option was greater than the amount actually withheld by the Company, you agree to indemnify and hold the Company harmless from any 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 of Common Stock 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 Common Stock issuable to you, you and 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 Re...serve Board to the extent permitted by the Company), any sums required to satisfy the federal, state, local and foreign income and employment tax withholding obligations of the Company or an Affiliate, if any, any Affiliate which arise in connection with the exercise of your option. (b) Award (the "Withholding Taxes"). If this option is a Nonstatutory Stock Option, then upon specified in your request and subject to approval by the Company, and compliance with any applicable legal conditions or restrictions, Grant Notice, you may direct the Company may to withhold from fully vested shares of Common Stock otherwise issuable to you upon 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 delivered pursuant to Section 3) 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 shall not exceed the amount necessary to which such determination is otherwise deferred, to accelerate satisfy the determination of such Company's required tax withholding obligation obligations using the minimum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable 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 supplemental taxable income. (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 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)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 any required withholding from payroll and any other amounts payable the Common Stock issuable to you, and you and/or otherwise agree to make adequate provision in cash for (includin...g 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 and social security 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 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; (ii) causing you to tender a cash payment; (iii) permitting or requiring you to enter into a "same day sale" commitment, if applicable, with a broker-dealer that is a Nonstatutory member of the Financial Industry Regulatory 4. 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; or (iv) withholding shares of Common Stock from the Shares issued or otherwise issuable to you upon in connection with the exercise Award with a Fair Market Value (measured as of your option a number of whole the date shares of Common Stock having a Fair Market Value, determined by are issued to pursuant to Section 6) 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 Company's required tax withholding obligation obligations using the minimum statutory withholding rates for federal, state, local and foreign tax and social security purposes, including payroll taxes, that are applicable to supplemental taxable income; and provided further, that to the date extent necessary to qualify for an exemption from application of exercise Section 16(b) of your option. Any adverse consequences to you arising in connection with the 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 Company's Compensation Committee. (b) Unless the tax and social security 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 shares deliver to you any Common Stock. (c) In the event the Company's or an Affiliate'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 (or Affiliate's) withholding obligation was greater than the amount withheld by the Company or Affiliate, you agree to indemnify and hold the Company and any Affiliate harmless from any escrow provided for herein, if applicable, unless such obligations are satisfied. failure by the Company or Affiliate to withhold the proper amount. View More
Withholding Obligations. (a) At (a)On each vesting date, and on or before the time you exercise receive a distribution of the shares subject to your option, in whole Award, or in part, and at any 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 Common Stock issuable to you, and you and/or otherwise agree to make adequate provision in cash for (including by means of a "same d...ay 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, any Affiliate which arise in connection with your Award (the "Withholding Taxes"). Additionally, the exercise Company or an Affiliate may, in its sole discretion, satisfy all or any portion of the Withholding Taxes obligation 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; (iii) permitting or requiring you 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") (pursuant to this authorization and subject without further consent) whereby you irrevocably elect to approval by sell a portion of the Company, shares to be delivered under the Award to satisfy the Withholding Taxes and compliance with any applicable legal conditions or restrictions, whereby the FINRA Dealer irrevocably commits to forward the 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 from the shares of Common Stock issued or otherwise issuable to you upon in connection with the exercise Award with a Fair Market Value (measured as of your option a number of whole the date shares of Common Stock having a Fair Market Value, determined by are issued to you) equal to the Company as amount of such Withholding Taxes; provided, however, that to the extent necessary to qualify for an exemption from application of Section 16(b) 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 Exchange Act, if applicable, such share withholding procedure shall will be your sole responsibility. (c) You may subject to the express prior approval of the Company's Compensation Committee. However, the Company does not exercise your option unless guarantee that you will 6. be able to satisfy the Withholding Taxes through any of the methods described in the preceding provisions and in all circumstances you remain responsible for timely and fully satisfying the Withholding Taxes. (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 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
