Withholding Obligations Contract Clauses (866)

Withholding Obligations. On or before the time you receive a distribution of Common Shares pursuant to your Award, or at any time thereafter as requested by the Company, you hereby authorize any required withholding from the Common Shares, payroll and any other amounts payable or issuable to you and/or otherwise agree to make adequate provision in cash for any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or any affiliate which arise in connection with your Awa...rd (the "Withholding Taxes"). The Company shall withhold Common Shares with a Market Price (measured as of the date Common Shares are delivered pursuant to Section 3) equal to the amount of such Withholding Taxes; provided, however, that the number of such Common Shares so withheld shall 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 such other amount as may be permitted by applicable law and accounting standards).14. NOTICES. Any notices provided for in your Award or the Plan shall be given in writing and shall be deemed effectively given upon receipt or, in the case of notices delivered by the Company to you, five (5) days after deposit in the United States mail, postage prepaid, addressed to you at the last address you provided to the Company. View More

Withholding Obligations. The Committee may make such provisions and take such steps as it may deem necessary or appropriate for the withholding of any taxes that the Company is required by any law or regulation of any governmental authority, whether federal, state or local, domestic or foreign, to withhold in connection with the exercise of any Option or SAR, the vesting of any Restricted Stock or RSU or the grant of Common Stock pursuant to an Award. The Award Agreement may provide, subject to any limitations set forth... therein, that the following forms of consideration may be used in by the Participant for payment of any withholding due: cash or check, other Shares which have a Fair Market Value on the date of surrender equal to the amount of withholding due; withholding of Shares deliverable upon exercise or vesting, which have a Fair Market Value on the date of surrender equal to the amount of withholding due; consideration received by the Company under a broker-assisted sale and remittance program, or "cashless" exercise/sale procedure, acceptable to the Committee; such other consideration and method of payment for the withholding due to the extent permitted by applicable laws; or any combination of the foregoing methods of payment. View More

Withholding Obligations. You expressly acknowledge and agree that you shall be responsible for satisfying and paying all taxes arising from or due in connection with the grant or vesting of the Restricted Stock Units and/or the delivery of any Common Stock hereunder. The Company shall have no liability or obligation relating to the foregoing.

Withholding Obligations. As a condition to the vesting, exercise, or settlement of any Award (or upon the making of an election under Section 83(b) of the Code), the Committee may require that a Participant satisfy, through deduction or withholding from any payment of any kind otherwise due to the Participant, or through such other arrangements as are satisfactory to the Committee, the minimum amount of all federal, state, and local income and other taxes of any kind required or permitted to be withheld in connection wi...th such vesting, exercise, or settlement (or election). The Committee, in its discretion, may permit shares of Stock to be used to satisfy tax withholding requirements, and such shares shall be valued at their Fair Market Value as of the vesting, exercise, or settlement date of the Award, as applicable; provided, however, that the aggregate Fair Market Value of the number of shares of Stock that may be used to satisfy tax withholding requirements may not exceed the minimum statutorily required withholding amount with respect to such Award. 18. Amendment of the Plan or Awards. (a) Amendment of Plan. The Board or the Committee may amend the Plan at any time and from time to time. (b) Amendment of Awards. The Board or the Committee may amend the terms of any one or more Awards at any time and from time to time. (c) Stockholder Approval; No Material Impairment. Notwithstanding anything herein to the contrary, no amendment to the Plan or any Award shall be effective without stockholder approval to the extent that such approval is required pursuant to applicable law or the applicable rules of each national securities exchange on which the Stock is listed. Additionally, no amendment to the Plan or any Award shall materially impair a Participant's rights under any Award unless the Participant consents in writing (it being understood that no action taken by the Board or the Committee that is expressly permitted under the Plan, including, without limitation, any actions described in Section 11 hereof, shall constitute an amendment to the Plan or an Award for such purpose). Notwithstanding the foregoing, subject to the limitations of applicable law, if any, and without an affected Participant's consent, the Board or the Committee may amend the terms of the Plan or any one or more Awards from time to time as necessary to bring such Awards into compliance with applicable law, including, without limitation, Section 409A of the Code. (d) No Repricing of Awards without Stockholder Approval. Notwithstanding subsection (a) or (b) above, or any other provision of the Plan, the repricing of Awards shall not be permitted without stockholder approval. For this purpose, a "repricing" means any of the following (or any other action that has the same effect as any of the following): (1) changing the terms of an Award to lower its exercise or base price (other than on account of capital adjustments resulting from share splits, etc., as described in Section 11(a)), (2) any other action that is treated as a repricing under generally accepted accounting principles, and (3) repurchasing for cash or canceling an Award in exchange for another Award at a time when its exercise or base price is greater than the Fair Market Value of the underlying Stock, unless the cancellation and exchange occurs in connection with an event set forth in Section 11(b). View More

Withholding Obligations. (a) At the time you exercise your Option, in whole or in part, or 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 any sums required to satisfy any federal, state, local and foreign tax withholding obligations of the Company or any of its Affiliates, which arise in connection with your Option. The Committee may, in its sole discretion and in satisfaction of th...e foregoing requirement, allow you to elect to have the Company withhold Shares otherwise issuable under this Agreement (or allow the return of Shares) to satisfy tax withholding obligations. (b) You may not exercise your Option unless the tax withholding obligations of the Company and/or any Affiliate are satisfied or appropriate arrangements (acceptable to the Company) are made therefor. View More

Withholding Obligations. (a) At the time Participant becomes entitled to receive a distribution of shares of Common Stock pursuant to Participant's Award, subject to subparagraph (c) below, Participant authorizes the delivery of the shares to the Designated Broker (as defined in Section 5) with instructions to (i) sell shares sufficient to satisfy the Applicable Withholding Taxes which arise in connection with such distribution, and (ii) remit the proceeds of such sale to the Company. In the event the sale proceeds are ...insufficient to fully satisfy the Applicable Withholding Taxes, Participant hereby authorizes withholding from payroll and any other amounts payable to Participant, in the same calendar year, and otherwise agrees to make adequate provision for any sums required to satisfy the Applicable Withholding Taxes. (b) Upon Participant's request and subject to approval by the Company, in its sole discretion, Participant may submit cash, check, or its equivalent to the Company sufficient to satisfy the Applicable Withholding Taxes. (c) Participant hereby authorizes the Company, in lieu of satisfaction of withholding obligations through the means described in subparagraphs (a) and (b) above, at the Company's sole discretion, to withhold from fully vested shares of Common Stock otherwise issuable to Participant pursuant to Participant's Award a number of whole shares of Common Stock having a Fair Market Value, determined by the Company as of the date of distribution, equal to the statutory minimum withholding obligation in respect of the shares otherwise issuable to Participant. (d) Unless the tax withholding obligations of the Company and/or any Affiliate thereof are satisfied, the Company shall have no obligation to deliver any shares of Common Stock on Participant's behalf pursuant to Participant's Award. View More

Withholding Obligations. At the time your Award is granted, or at any time thereafter as requested by the Company, you hereby authorize withholding from any amounts payable to you, or otherwise agree to make adequate provision in cash for, any sums required to satisfy the federal, state, local and foreign tax withholding obligations if any, which arise in connection with your Award. In the Company's sole discretion, the Company may elect, and you hereby authorize the Company, to satisfy the tax withholding obligations b...y redeeming Vested Shares in such amounts as the Company determines are necessary, at fair market value on the date of redemption. Unless the tax withholding obligations are satisfied, the Company shall have no obligation to deliver to you any Common Stock. View More