Grouped Into 67 Collections of Similar Clauses From Business Contracts
This page contains Withholding of Taxes clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Withholding of Taxes. Regardless of any action the Company or Participant's employer (the "Employer") takes with respect to any or all applicable national, local, or other tax or social contribution, withholding, required deductions, or other payments, if any, that arise upon the grant or vesting of the Restricted Stock Units or the holding or subsequent sale of Shares, and the receipt of dividends, if any ("Tax-Related Items"), Participant acknowledges and agrees that the ultimate liability for all Tax-Related Items... legally due by Participant is and remains Participant's responsibility and may exceed the amount actually withheld by the Company or the Employer. Participant further acknowledges that the Company and the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including grant or vesting, the subsequent sale of Shares acquired under the Plan, and the receipt of dividends, if any; and (b) does not commit to and is under no obligation to structure the terms of the Restricted Stock Units or any aspect of the Restricted Stock Units to reduce or eliminate Participant's liability for Tax-Related Items, or achieve any particular tax result. Further, if Participant has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, Participant acknowledges 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. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant with respect to the payment of any Tax-Related Items which the Company determines must be withheld with respect to such Shares. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax-Related Items, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, or (d) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax-Related Items by reducing the number of Shares otherwise deliverable to Participant. If Participant fails to make satisfactory arrangements for the payment of any required Tax-Related Items hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Restricted Stock Units will be returned to the Company at no cost to the Company. 33 8. Rights as Stockholder. Neither Participant nor any person claiming under or through Participant will have any of the rights or privileges of a stockholder of the Company in respect of any Shares deliverable hereunder unless and until certificates representing such Shares will have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to Participant. After such issuance, recordation and delivery, Participant will have all the rights of a stockholder of the Company with respect to voting such Shares and receipt of dividends and distributions on such Shares.View More
Withholding of Taxes. Regardless of any action the Company or Participant's employer (the "Employer") takes with respect to any or all applicable national, local, or other tax or social contribution, withholding, required deductions, or other payments, if any, that arise upon the grant or vesting of the Restricted Stock Units or the holding or subsequent sale of Shares, and the receipt of dividends, if any ("Tax-Related Items"), Participant acknowledges and agrees that the ultimate liability for all Tax-Related Items... legally due by Participant is and remains Participant's responsibility and may exceed the amount actually withheld by the Company or the Employer. Participant further acknowledges that the Company and the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including grant or vesting, the subsequent sale of Shares acquired under the Plan, and the receipt of dividends, if any; and (b) does not commit to and is under no obligation to structure the terms of the Restricted Stock Units or any aspect of the Restricted Stock Units to reduce or eliminate Participant's liability for Tax-Related Items, or achieve any particular tax result. Further, if Participant has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, Participant acknowledges 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. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares will of Restricted Stock may be issued released from the escrow established pursuant to Participant, Section 2, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant with respect to the payment of any Tax-Related Items income, employment and other taxes which the Company determines must be withheld with respect to such Shares. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax-Related Items, tax withholding obligation, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, or (d) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax-Related Items tax withholding obligations by reducing the number of Shares otherwise deliverable to Participant. If Participant fails to make satisfactory arrangements for the payment of any required Tax-Related Items tax withholding obligations hereunder at the time any applicable Restricted Stock Units Shares otherwise are scheduled to vest pursuant to Sections 3 or 4, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Restricted Stock Units Shares will be returned to the Company at no cost to the Company. 33 3 8. Rights as Stockholder. Neither Participant nor any person claiming under or through Participant will have any of the rights or privileges of a stockholder of the Company in respect of any Shares deliverable hereunder unless and until certificates representing such Shares will have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to Participant. After Participant or the Escrow Agent. Except as provided in Section 2, after such issuance, recordation and delivery, Participant will have all the rights of a stockholder of the Company with respect to voting such Shares and receipt of dividends and distributions on such Shares. View More
Withholding of Taxes. Regardless of any action the Company or Participant's employer (the "Employer") takes with respect to any or all applicable national, local, or other tax or social contribution, withholding, required deductions, or other payments, if any, that arise upon the grant or vesting of the Restricted Stock Units or the holding or subsequent sale of Shares, and the receipt of dividends, if any ("Tax-Related Items"), Participant acknowledges and agrees that the ultimate liability for all Tax-Related Items... legally due by Participant is and remains Participant's responsibility and may exceed the amount actually withheld by the Company or the Employer. Participant further acknowledges that the Company and the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including grant or vesting, the subsequent sale of Shares acquired under the Plan, and the receipt of dividends, if any; and (b) does not commit to and is under no obligation to structure the terms of the Restricted Stock Units or any aspect of the Restricted Stock Units to reduce or eliminate Participant's liability for Tax-Related Items, or achieve any particular tax result. Further, if Participant has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, Participant acknowledges 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. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant with respect to the payment of any Tax-Related Items Tax Obligations which the Company determines must be withheld with respect to such Shares. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax-Related Items, Tax Obligation, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, or (d) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax-Related Items Tax Obligations by reducing the number of Shares otherwise deliverable to Participant. If Participant fails to make satisfactory arrangements for the payment of any required Tax-Related Items Tax Obligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4, Participant will permanently forfeit such Restricted Stock Units and any right to receive Shares thereunder and the Restricted Stock Units will be returned to the Company at no cost to the Company. 33 8. Rights as Stockholder. Neither Participant nor any person claiming under or through Participant will have any of the rights or privileges of a stockholder of the Company in respect of any Shares deliverable hereunder unless and until certificates representing such Shares will have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to Participant. After such issuance, recordation and delivery, Participant will have all the rights of a stockholder of the Company with respect to voting such Shares and receipt of dividends and distributions on such Shares.View More
Withholding of Taxes. Regardless of any action the Company or Participant's employer (the "Employer") takes with respect to any or all applicable national, local, or other tax or social contribution, withholding, required deductions, or other payments, if any, that arise upon the grant or vesting of the Restricted Stock Units or the holding or subsequent sale of Shares, and the receipt of dividends, if any any, or otherwise in connection with the Restricted Stock Units or the Shares ("Tax-Related Items"), Participant... acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by Participant is and remains Participant's responsibility and may exceed the any amount actually withheld by the Company or the Employer. Participant further acknowledges and agrees that Participant is solely responsible for filing all relevant documentation that may be required in relation to the Restricted Stock Units or any Tax-Related Items (other than filings or documentation that is the specific obligation of the Company or a Parent, Subsidiary, or Employer pursuant to Applicable Law) such as but not limited to personal income tax returns or reporting statements in relation to the grant, vesting or settlement of the Restricted Stock Units, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of any dividends. Participant further acknowledges that the Company and the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including the grant or vesting, vesting of the Restricted Stock Units, the subsequent sale of Shares acquired under the Plan, and the receipt of dividends, if any; and (b) does not commit to and is under no obligation to structure the terms of the Restricted Stock Units or any aspect of the Restricted Stock Units to reduce or eliminate -4- Participant's liability for Tax-Related Items, or achieve any particular tax result. Participant also understands that Applicable Laws may require varying Share or Restricted Stock Unit valuation methods for purposes of calculating Tax-Related Items, and the Company assumes no responsibility or liability in relation to any such valuation or for any calculation or reporting of income or Tax-Related Items that may be required of Participant under Applicable Laws. Further, if Participant has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, Participant acknowledges 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. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant with respect to the payment of any Tax-Related Items which the Company determines must be withheld with respect to such Shares. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit Participant to satisfy such Tax-Related Items, in whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having As a Fair Market Value equal condition to the minimum amount required to be withheld, (c) delivering to grant and vesting of the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, or (d) selling a sufficient number of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any Tax-Related Items by reducing the number of Shares otherwise deliverable to Participant. If Participant fails to make satisfactory arrangements for the payment of any required Tax-Related Items hereunder at the time any applicable Restricted Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4, Participant will permanently forfeit such Restricted Stock Units and any right as set forth in Section 15 of the Plan, Participant hereby agrees to receive Shares thereunder and make adequate provision for the Restricted Stock Units satisfaction of (and will be returned to indemnify the Company at no cost to and any Parent or Subsidiary for) any Tax-Related Items. The Tax-Related Items shall be satisfied by the Company. 33 8. Rights as Stockholder. Neither Participant nor any person claiming under Company's withholding all or through Participant will have any of the rights or privileges of a stockholder of the Company in respect portion of any Shares deliverable hereunder unless and until certificates representing such that otherwise would be issued to Participant upon payment of the vested Restricted Stock Units; provided that amounts withheld shall not exceed the amount necessary to satisfy the Company's minimum tax withholding obligations. Such withheld Shares will have been issued, recorded shall be valued based on the records Fair Market Value as of the date the withholding obligations are satisfied. Furthermore, Participant agrees to pay the Company or its transfer agents any Parent, Subsidiary, or registrars, and delivered to Participant. After such issuance, recordation and delivery, Participant will have all Employer any Tax-Related Items that cannot be satisfied by the rights of a stockholder of the Company with respect to voting such Shares and receipt of dividends and distributions on such Shares. foregoing methods. View More
Withholding of Taxes. The Company shall have the power and the right to deduct or withhold, or require the Participant to remit to the Company, an amount sufficient to satisfy any federal, state, local and foreign taxes of any kind (including, but not limited to, the Participant's FICA and SDI obligations) which the Company, in its sole discretion, deems necessary to be withheld or remitted to comply with the Code and/or any other applicable law, rule or regulation with respect to the Restricted Stock and, if the Par...ticipant fails to do so, the Company may otherwise refuse to issue or transfer any shares of Common Stock otherwise required to be issued pursuant to this Agreement. At the discretion of the Company, any minimum statutorily required withholding obligation with regard to the Participant may be satisfied by reducing the amount of cash or shares of Common Stock otherwise deliverable to the Participant hereunder.View More
Withholding of Taxes. The Company shall have the power and the right to deduct or withhold, or require the Participant to remit to the Company, an amount sufficient to satisfy any federal, state, local and foreign taxes of any kind (including, but not limited to, the Participant's FICA and SDI obligations) obligations), which the Company, in its sole discretion, deems necessary to be withheld or remitted to comply with the Code and/or any other applicable law, rule or regulation with respect to the Restricted Stock S...AR and, if the Participant fails to do so, the Company may otherwise refuse to issue or transfer any shares of Common Stock Shares or cash otherwise required to be issued pursuant to this Agreement. At the discretion of the Company, any Any minimum statutorily required withholding obligation with regard to the Participant may may, at the Company's discretion, be satisfied by reducing the amount of cash or shares of Common Stock Shares otherwise deliverable upon exercise of the SAR. Notwithstanding the foregoing, the Participant is ultimately liable and responsible for all taxes owed by the Participant in connection with his or her exercise of the SAR, regardless of any action the Company takes with respect to any tax withholding obligations arising 4 hereunder. The Company makes no representation or undertaking regarding the treatment of any tax withholding in connection with the exercise of the SAR or payments made pursuant to this Agreement. The Company does not commit and is under no obligation to structure the SAR to reduce or eliminate the Participant's tax liability.9. ENTIRE AGREEMENT; AMENDMENT. This Agreement, together with the certain provisions of the Plan designated above, contains the entire agreement between the parties hereto with respect to the subject matter contained herein, and supersedes all prior agreements or prior understandings, whether written or oral, between the parties relating to such subject matter. The Committee shall have the right, in its sole discretion, to modify or amend this Agreement from time to time in accordance with and as provided in the Plan. This Agreement may also be modified or amended by a writing signed by both the Company and the Participant. The Company shall give written notice to the Participant hereunder. of any such modification or amendment of this Agreement as soon as practicable after the adoption thereof. View More
Withholding of Taxes. The Company shall have the power and the right to deduct or withhold, or require the Participant to remit to the Company, an amount sufficient to satisfy any federal, state, local and foreign taxes of any kind (including, but not limited to, the Participant's FICA and SDI obligations) which the Company, in its sole discretion, deems necessary to be withheld or remitted to comply with the Code and/or any other applicable law, rule or regulation with respect to the Restricted Stock RSUs and, if th...e Participant fails to do so, the Company may otherwise refuse to issue or transfer any shares of Common Stock otherwise required to be issued pursuant to this Agreement. At Unless otherwise determined by the discretion of Committee or if the Company, Participant pays the withholding tax obligation in cash, any minimum statutorily required withholding tax obligation with regard to the Participant may will be satisfied by reducing the amount of cash or shares of Common Stock otherwise deliverable to the Participant hereunder. hereunder by an amount necessary to cover the applicable withholding taxes. View More
Withholding of Taxes. The Company shall have the power and the right to deduct or withhold, or require the Participant to remit to the Company, an amount sufficient to satisfy any federal, state, local and foreign taxes of any kind (including, but not limited to, the Participant's FICA and SDI obligations) which the Company, in its sole discretion, deems necessary to be withheld or remitted to comply with the Code and/or any other applicable law, rule or regulation with respect to the Restricted Stock RSUs and, if th...e Participant fails to do so, the Company may otherwise refuse to issue or transfer any shares of Common Stock otherwise required to be issued pursuant to this Agreement. At the discretion of the Company, any Any minimum statutorily required withholding obligation with regard to the Participant may be satisfied by reducing the amount of cash or shares of Common Stock otherwise deliverable to the Participant hereunder. hereunder (which, with respect to RSUs that vest during a "blackout period," shall be satisfied by reducing the amount of shares of Common Stock otherwise deliverable to the Participant hereunder). View More
Withholding of Taxes. The Company may withhold from any benefits payable under this Agreement all Federal, state, local or other taxes as may be required by law, governmental regulation, or ruling.
Withholding of Taxes. The Company may shall withhold from any amounts or benefits payable under this Agreement all Federal, federal, state, local city or other taxes as may be that the Company is required by to withhold under any applicable law, governmental regulation, regulation or ruling.
Withholding of Taxes. The Company Employer may withhold from any benefits payable under this Agreement all Federal, federal, state, local city or other taxes as may be required by pursuant to any law, governmental regulation, regulation or ruling.
Withholding of Taxes. The Company may shall be entitled to withhold from any benefits amounts payable under this Agreement all Federal, federal, state, local city or other taxes as may be that the Company is required by law, governmental regulation, to withhold pursuant to any law or government regulation or ruling.
Withholding of Taxes. All Grants under the Plan shall be subject to applicable federal (including FICA), state and local tax withholding requirements. The Company may require that the Participant or other person receiving or exercising Grants pay to the Company the amount of any federal, state or local taxes that the Company is required to withhold with respect to such Grants, or the Company may deduct from other wages paid by the Company the amount of any withholding taxes due with respect to such Grants. (b) Electi...on to Withhold Shares. If the Committee so permits, a Participant may elect to satisfy the Company's tax withholding obligation with respect to Grants paid in Company Stock by having shares withheld, at the time such Grants become taxable, up to an amount that does not exceed the minimum applicable withholding tax rate for federal (including FICA), state and local tax liabilities. The election must be in a form and manner prescribed by the Committee.View More
Withholding of Taxes. (a) Required Withholding. All Grants under the this Plan shall be subject to applicable federal (including FICA), state and local tax withholding requirements. The Company Employer may require that the Participant Grantee or other person receiving or exercising Grants pay to the Company Employer the amount of any federal, state or local taxes that the Company Employer is required to withhold with respect to such Grants, or the Company Employer may deduct from other wages paid by the Company Empl...oyer the amount of any withholding taxes due with respect to such Grants. (b) Election to Withhold Shares. If the Committee Board so permits, a Participant Grantee may elect to satisfy the Company's Employer's tax withholding obligation with respect to Grants paid in Company Stock by having shares withheld, at the time such Grants become taxable, withheld up to an amount that does not exceed the Grantee's minimum applicable withholding tax rate for federal (including FICA), state and local tax liabilities. The election must be in a form and manner prescribed by the Committee. Board and may be subject to the prior approval of the Board. View More
Withholding of Taxes. (a) Required Withholding. All Grants under the this Plan shall be subject to applicable federal (including FICA), state and local tax withholding requirements. The Company Employer may require that the Participant Grantee or other person receiving or exercising Grants pay to the Company Employer the amount of any federal, state or local taxes that the Company Employer is required to withhold with respect to such Grants, or the Company Employer may deduct from other wages paid by the Company Empl...oyer the amount of any withholding taxes due with respect to such Grants. (b) Election to Withhold Shares. If the Committee Board so permits, a Participant Grantee may elect to satisfy the Company's Employer's tax withholding obligation with respect to Grants paid in Company Stock by having shares withheld, at the time such Grants become taxable, withheld up to an amount that does not exceed the Grantee's minimum applicable withholding tax rate for federal (including FICA), state and local tax liabilities. The election must be in a form and manner prescribed by the Committee. Board and may be subject to the prior approval of the Board. View More
Withholding of Taxes. (a) Required Withholding. All Grants under the this Plan shall be subject to applicable federal (including FICA), state and local tax withholding requirements. The Company Employer may require that the Participant Grantee or other person receiving or exercising Grants pay to the Company Employer the amount of any federal, state or local taxes that the Company Employer is required to withhold with respect to such Grants, or the Company Employer may deduct from other wages paid by the Company Empl...oyer the amount of any withholding taxes due with respect to such Grants. 8 (b) Election to Withhold Shares. If the Committee Board so permits, a Participant Grantee may elect to satisfy the Company's Employer's tax withholding obligation with respect to Grants paid in Company Stock by having shares withheld, at the time such Grants become taxable, withheld up to an amount that does not exceed the Grantee's minimum applicable withholding tax rate for federal (including FICA), state and local tax liabilities. The election must be in a form and manner prescribed by the Committee. Board and may be subject to the prior approval of the Board. View More
Withholding of Taxes. To the extent that the receipt of the Restricted Stock Units (or any dividend equivalents related thereto) or the lapse of any Forfeiture Restrictions results in compensation income or wages to the Grantee for federal, state, or local tax purposes, the Grantee shall deliver to the Company at the time of such receipt or lapse, as the case may be, such amount of money as the Company may require to meet its minimum obligation under applicable tax laws or regulations, and if the Grantee fails to do ...so (or if the Grantee instructs the Company to withhold cash or stock to meet such obligation), the Company shall withhold from any cash or stock remuneration (including withholding any shares of the Common Stock distributable to the Grantee under this Agreement) then or thereafter payable to the Grantee any tax required to be withheld by reason of such resulting compensation income or wages. The Company is making no representation or warranty as to the tax consequences to the Grantee as a result of the receipt of the Restricted Stock Units, the treatment of dividend equivalents, the lapse of any Forfeiture Restrictions, or the forfeiture of any Restricted Stock Units pursuant to the Forfeiture Restrictions.View More
Withholding of Taxes. To the extent that the receipt of the Restricted Stock Units (or any Common Stock or dividend equivalents related thereto) or the lapse of any Forfeiture Restrictions results in compensation compensation, income or wages to the Grantee Employee for federal, state, or local tax purposes, the Grantee Employee shall deliver to the Company at the time of such receipt or lapse, as the case may be, such amount of money as the Company may require to meet its minimum obligation under applicable tax laws... or regulations, and if the Grantee Employee fails to do so (or if the Grantee Employee instructs the Company to withhold cash or stock to meet such obligation), the Company shall withhold from any cash or stock remuneration (including withholding any shares of the Common Stock distributable to the Grantee Employee under this Agreement) then or thereafter payable to the Grantee Employee, any tax required to be withheld by reason of such resulting compensation income or wages. The Company is making no representation or warranty as to the tax consequences to the Grantee Employee as a result of the receipt of the Restricted Stock Units, the treatment of dividend equivalents, the lapse of any Forfeiture Restrictions, or the forfeiture of any Restricted Stock Units pursuant to the Forfeiture Restrictions. View More
Withholding of Taxes. To the extent that the receipt of the Restricted Stock Units (or any dividend equivalents related thereto) or the lapse of any Forfeiture Restrictions results in compensation income or wages to the Grantee Employee for federal, state, federal or local state income tax purposes, the Grantee Employee shall deliver to the Company at the time of such receipt or lapse, receipt, as the case may be, such amount of money as the Company may require to meet its minimum obligation under applicable tax laws... or regulations, and if the Grantee Employee fails to do so (or if the Grantee instructs so, the Company is authorized to withhold cash or stock to meet such obligation), the Company shall withhold from any cash or stock remuneration (including withholding any shares of the Common Stock Units distributable to the Grantee Employee under this Agreement) then or thereafter payable to the Grantee Employee any tax required to be withheld by reason of such resulting compensation income or wages. The Company is making no representation or warranty as to the tax consequences to the Grantee as a result of the receipt of the Restricted Stock Units, the treatment of dividend equivalents, the lapse of any Forfeiture Restrictions, or the forfeiture of any Restricted Stock Units pursuant to the Forfeiture Restrictions. income. View More
Withholding of Taxes. To the extent that the receipt of the Restricted Stock Performance Share Units (or any dividend equivalents related thereto) or the lapse of any Forfeiture Restrictions vesting and/or settlement in connection therewith results in compensation income or wages to the Grantee for federal, state, state or local tax purposes, the Grantee shall deliver to the Company at the time of such receipt or lapse, as the case may be, such amount of money as the Company may require to meet its minimum obligation... withholding obligations under applicable tax laws or regulations, and if the Grantee fails to do so (or if the Grantee instructs so, the Company is authorized to withhold cash or stock to meet such obligation), the Company and shall withhold from any cash or stock remuneration 6 (including withholding any shares of the Common Stock Shares distributable to the Grantee under this Agreement) then or thereafter payable to the Grantee any tax required to be withheld by reason of such resulting compensation income or wages. The Grantee acknowledges and agrees that the Company is making no representation or warranty as to the tax consequences to the Grantee as a result of the receipt of the Restricted Stock Performance Share Units, the treatment of dividend equivalents, the lapse of any Forfeiture Restrictions, vesting thereof, or the forfeiture of any Restricted Stock Units pursuant to the Forfeiture Restrictions. Performance Share Units. View More
Withholding of Taxes. When Shares are issued as payment for vested Restricted Stock Units, the Company (or the employing Subsidiary) may withhold a portion of the Shares that have an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits the Employee to make... alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the Company) have been made by the Employee with respect to the payment of any income and other taxes which the Company determines must be withheld or collected with respect to such Shares. In addition and to the maximum extent permitted by law, the Company (or the employing Subsidiary) has the right to retain without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any tax withholding obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related to the Restricted Stock Units award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this Section 9.View More
Withholding of Taxes. When Shares are issued as payment for vested Restricted Stock Units, Performance Shares or, in the discretion of the Company, at such earlier time as the Tax Obligations (defined below) are due, the Company (or the employing Subsidiary) may Affiliate) will withhold a portion of the Shares that have has an aggregate market value sufficient to pay all taxes and social insurance liability and other requirements in connection with the Shares, including, without limitation, (a) all federal, state, st...ate and local and foreign income, social insurance, employment and any other applicable taxes that are required to be withheld by the Company or the employing Subsidiary Affiliate, (b) the Employee's and, to the extent required by the Company (or the employing Affiliate), the Company's (or the employing Affiliate's) fringe benefit tax liability, if any, associated with the grant, vesting, or sale of the Performance Shares awarded and the Shares issued thereunder, and (c) all other taxes or social insurance liabilities with respect to the Shares, unless the Company, in its sole discretion, either requires or otherwise permits which the Employee has agreed to make alternate arrangements satisfactory to bear responsibility (collectively, the Company for such withholdings in advance of the arising of any withholding obligations. "Tax Obligations"). The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund provided in the U.S. for any value of the Shares withheld in excess of the tax obligation Tax Obligations as a result of such rounding. Notwithstanding the foregoing, the Company (or, in respect of an Employee subject to Section 16 of the 1934 Act, the HRCC), in its sole discretion, may require the Employee to make alternate arrangements satisfactory to it for such Tax Obligations in advance of the arising of any Tax Obligations. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the Company) have been made by the Employee with respect to the payment of any income and other taxes which Tax Obligations that the Company determines must be withheld or collected with respect to such Shares. In addition and to the maximum extent permitted by law, the Company (or the employing Subsidiary) Affiliate) has the right to retain without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any tax withholding obligations Tax Obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. Shares or that are due prior to the issuance of Shares under the Performance Shares award. All income and other taxes Tax Obligations related to the Restricted Stock Units Performance Shares award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Further, Employee expressly consents to the withholding of Shares and to shall be bound by any additional cash withholding as provided for requirements included in the Notice of Grant and Appendix A of this Section 9. Agreement. View More
Withholding of Taxes. When the Shares are issued as payment for vested Restricted Stock Units, RSUs, the Company (or the employing Subsidiary) may will withhold a portion of the Shares that have an aggregate market value Fair Market Value sufficient to pay the minimum federal, state, state and local and foreign income, social insurance, employment and any other applicable taxes required to be withheld by the Company or the employing Subsidiary with respect to the Shares, Company, unless the Company, in its sole discr...etion, either requires or otherwise permits the Employee Participant to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The number of Shares withheld pursuant to the prior sentence will be rounded up to the nearest whole Share, with no refund cash payment due the Participant for any the value of the Shares any Share withheld in excess of the tax obligation as a result of such rounding. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the Company) have been made by the Employee Participant with respect to the payment of any income and other taxes which the Company determines must be withheld or collected with respect to such Shares. In addition and to the maximum extent permitted by law, the Company (or the employing Subsidiary) has the right to retain without notice from salary or other amounts payable to the Employee, Participant, cash having a sufficient value to satisfy any tax withholding obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes related to the Restricted Stock Units RSU award and any Shares delivered in payment thereof are the sole responsibility of the Employee. Participant. By accepting this RSU award, the Employee Participant expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this Section paragraph 9. View More
Withholding of Taxes. When Shares are issued as payment for vested Restricted Stock Units, The Company or the Company (or the employing Subsidiary) may Employer will withhold a portion of the Shares that have has an aggregate market value sufficient to pay federal, state, local and foreign income, social insurance, employment and any other applicable taxes all Tax Obligations required to be withheld by the Company or the employing Subsidiary Employer with respect to the Shares, any RSUs, unless the Company, Committee..., in its sole discretion, either requires or otherwise permits the 2014 TSR LTIP -2- Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The Committee, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit the Employee to satisfy his or her Tax Obligations, in whole or in part by one or more of the following (without limitation): (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum statutory amount required to be withheld, or (c) selling a sufficient number of such Shares withheld pursuant otherwise deliverable to Employee through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the prior sentence will amount required to be rounded up to the nearest whole Share, with no refund for any value of the Shares withheld in excess of the tax obligation as a result of such rounding. withheld. Notwithstanding any contrary provision of this Agreement, no Shares will be issued in settlement of the vested Restricted Stock Units unless and until satisfactory arrangements (as determined by the Company) will have been made by the Employee with respect to the payment of any income and other taxes which the Company determines must be withheld or collected with respect to such Shares. In addition and to the maximum extent permitted by law, the Company (or or the employing Subsidiary) Employer has the right to retain without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any tax withholding obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All income and other taxes Tax Obligations related to the award of Restricted Stock Units award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this Section 9. paragraph 8. Only whole Shares will be withheld or sold to satisfy any tax withholding obligations pursuant to this paragraph 8. The number of Shares withheld will be rounded up to the nearest whole Share, with a cash refund to the Employee for any value of the Shares withheld in excess of the tax obligation (pursuant to such procedures as the Company may specify from time to time). To the extent that the cash refund described in the preceding sentence is not administratively feasible, as determined by the Company in its sole discretion, the number of Shares withheld will be rounded down to the nearest whole Share and, in accordance with this paragraph 8 and to the maximum extent permitted by law, the Company will retain from salary or other amounts payable to the Employee cash having a sufficient value to satisfy any additional tax withholding. View More
Withholding of Taxes. The Company shall withhold from any compensation and benefits payable under this Agreement all applicable federal, state, local, or other taxes.
Withholding of Taxes. The Company Bank shall withhold from any compensation and benefits payable under this Agreement all applicable federal, state, local, or other taxes.
Withholding of Taxes. The Company Employer shall withhold from any compensation and benefits payable under this Agreement all applicable federal, state, local, or other taxes.
Withholding of Taxes. The Company Employer shall withhold from any compensation and benefits payable under this Agreement all applicable federal, state, local, or other taxes.
Withholding of Taxes. Prior to the delivery to the Participant (or the Participant's beneficiary) of Shares upon the conversion of a Performance Share Unit, the Participant (or the Participant's beneficiary) shall be required to pay to the Company (or any Affiliate that employs the Participant), and the Company (or any Affiliate that employs the Participant) shall have the right and is hereby authorized to withhold, any applicable withholding taxes in respect of the Award, or any payment or transfer under, or with re...spect to, the Award, and to take such other action as may be necessary in the opinion of the Committee to satisfy all obligations for the payment of such withholding taxes. The Participant may elect to satisfy the withholding requirement, in whole or in part, by having the Company withhold from a payment the number of Shares having a Fair Market Value on the date the withholding is to be determined equal to the required withholding amount. The Participant shall be solely responsible for the payment of all taxes relating to the payment or provision of any amounts or benefits under this Agreement.View More
Withholding of Taxes. Prior To the extent that the vesting of the Restricted Stock Units or a distribution under the Agreement results in income to the delivery Participant for any income, employment or other tax purposes with respect to which the Company Group has a withholding obligation, the Participant (or the Participant's beneficiary) of Shares upon the conversion of a Performance Share Unit, the Participant (or the Participant's beneficiary) estate) shall be required to pay to the Company (or any Affiliate tha...t employs the Participant), Participant) at such time required under applicable law, and the Company (or any Affiliate that employs the Participant) shall have the right and is hereby authorized to withhold, any applicable withholding taxes in respect of the such Award, or any payment or transfer under, or with respect to, the such Award, and to take such other action as may be necessary in the opinion of the Committee to satisfy all obligations for the payment or withholding of such withholding taxes. The Participant may elect to satisfy the withholding requirement, in whole or in part, by having the Company withhold from a Share payment the number of Shares having a Fair Market Value on the date the withholding is to be determined equal to the required withholding amount. The Participant shall be solely responsible for the payment of all taxes relating to the payment or provision of any amounts or benefits under this Agreement. View More
Withholding of Taxes. The Grantee shall pay to the Company, or the Company and the Grantee shall agree on such other arrangements necessary for the Grantee to pay, the applicable federal, state and local income taxes required by law to be withheld (the "Withholding Taxes"), if any, upon the vesting of the Performance Units. The Company shall have the right to deduct from any payment of cash to the Grantee an amount equal to the Withholding Taxes in satisfaction of the Grantee's obligation to pay Withholding Taxes.
Withholding of Taxes. The Grantee shall pay to the Company, or the Company and the Grantee shall agree on such other arrangements necessary for the Grantee to pay, the applicable federal, state and local income taxes required by law to be withheld (the "Withholding Taxes"), if any, upon the vesting and/or settlement of the Performance Share Units. The Company shall have the right to deduct from any payment distribution of cash to the Grantee any Grantee, an amount equal to the Withholding Taxes with respect to the Sh...ares or cash delivered pursuant to the terms of this Agreement. In satisfaction of the obligation to pay Withholding Taxes to the Company upon the delivery of any Shares following the vesting of Performance Share Units, the Grantee may make a written election which may be accepted or rejected in the discretion of the Company, to have withheld, or the Company may elect in its sole discretion to withhold, a portion of such Shares then deliverable to the Grantee having an aggregate Fair Market Value as of the date such Restrictions lapse equal to the Withholding Taxes. 5 10. No Rights as a Shareholder. Until Shares are issued, if at all, in satisfaction of the Grantee's obligation to pay Withholding Taxes. Company's obligations under this Award, in the time and manner specified above, the Grantee shall have no rights as a shareholder. View More
Withholding of Taxes. The Company shall have the power and the right to deduct or withhold shares, or require the Participant to remit to the Company, an amount sufficient to satisfy any federal, state, local and foreign taxes of any kind (including, but not limited to, the Participant's FICA and SDI obligations) which the Company, in its sole discretion, deems necessary to be withheld or remitted to comply with the Code and/or any other applicable law, rule or regulation with respect to the Restricted Stock or the v...esting of such Restricted Stock.12. No Right to Employment. Any questions as to whether and when there has been a termination of such employment and the cause of such termination shall be determined in the sole discretion of the Company. Nothing in this Agreement shall interfere with or limit in any way the right of the Company, its Subsidiaries or Related Companies to terminate the Participant's employment or service at any time, for any reason and with or without cause.13. Notices. Any notice which may be required or permitted under this Agreement shall be in writing and shall be delivered in person, or via facsimile transmission, overnight courier service or certified mail, return receipt requested, postage prepaid, properly addressed as follows:13.1 If such notice is to the Company, to the attention of the Secretary of Company or at such other address as the Company, by notice to the Participant, shall designate in writing from time to time.13.2 If such notice is to the Participant, at his or her address as shown on the Company's records, or at such other address as the Participant, by notice to the Company, shall designate in writing from time to time.14. Compliance with Laws. The issuance of the Restricted Stock or unrestricted Shares pursuant to this Agreement shall be subject to, and shall comply with, any applicable requirements of any federal and state securities laws, rules and regulations (including, without limitation, the provisions of the Securities Act of 1933, the Exchange Act and the respective rules and regulations promulgated thereunder), and any other law or regulation applicable thereto. The Company shall not be obligated to issue any of the Restricted Stock or unrestricted Shares pursuant to this Agreement if such issuance would violate any such requirements.15. Securities Representations. The Restricted Stock is being issued to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that: 1,191.2 4 15.1 The Participant has been advised that the Participant may be an "affiliate" within the meaning of Rule 144 under the Securities Act of 1933, as amended (the "Act") and in this connection the Company is relying in part on the Participant's representations set forth in this Section.15.2 If the Participant is deemed an affiliate within the meaning of Rule 144 of the Act, the Shares must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a "re-offer prospectus") with regard to the Shares and the Company is under no obligation to register the Shares (or to file a "re-offer prospectus"). 15.3 If the Participant is deemed an affiliate within the meaning of Rule 144 of the Act, the Participant understands that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditions.View More
Withholding of Taxes. The Company shall have the power and the right to deduct or withhold shares, withhold, or require the Participant to remit to the Company, an amount sufficient to satisfy any federal, state, local and foreign taxes of any kind (including, but not limited to, the Participant's FICA and SDI obligations) which the Company, in its sole discretion, deems necessary to be withheld or remitted to comply with the Code and/or any other applicable law, rule or regulation with respect to the Restricted RSUs... and, if the Participant fails to do so, the Company may otherwise refuse to issue or transfer any shares of Common Stock or the vesting of such Restricted Stock.12. No Right otherwise required to Employment. Any questions as to whether and when there has been a termination of such employment and the cause of such termination shall be determined in the sole discretion of the Company. Nothing in this Agreement shall interfere with or limit in any way the right of the Company, its Subsidiaries or Related Companies to terminate the Participant's employment or service at any time, for any reason and with or without cause.13. Notices. Any notice which may be required or permitted under this Agreement shall be in writing and shall be delivered in person, or via facsimile transmission, overnight courier service or certified mail, return receipt requested, postage prepaid, properly addressed as follows:13.1 If such notice is to the Company, to the attention of the Secretary of Company or at such other address as the Company, by notice to the Participant, shall designate in writing from time to time.13.2 If such notice is to the Participant, at his or her address as shown on the Company's records, or at such other address as the Participant, by notice to the Company, shall designate in writing from time to time.14. Compliance with Laws. The issuance of the Restricted Stock or unrestricted Shares issued pursuant to this Agreement shall be subject to, and shall comply with, any applicable requirements of any federal and state securities laws, rules and regulations (including, without limitation, the provisions of the Securities Act of 1933, the Exchange Act and the respective rules and regulations promulgated thereunder), and any other law or regulation applicable thereto. The Company shall not be obligated to issue any of the Restricted Stock or unrestricted Shares pursuant to this Agreement if such issuance would violate any such requirements.15. Securities Representations. The Restricted Stock is being issued Agreement. Any minimum statutorily required withholding obligation with regard to the Participant and this may, with the consent of the Committee, be satisfied by reducing the amount of cash or shares of Common Stock otherwise deliverable to the Participant hereunder. 6 11. Securities Representations. This Agreement is being made entered into by the Company in reliance upon the following express representations and warranties of the Participant. The Participant hereby acknowledges, represents and warrants that: 1,191.2 4 15.1 (a) The Participant has been advised that the Participant may be an "affiliate" within the meaning of Rule 144 under the Securities Act of 1933, as amended (the "Act") and in this connection the Company is relying in part on the Participant's representations set forth in this Section.15.2 Section 11. (b) If the Participant is deemed an affiliate within the meaning of Rule 144 of the Securities Act, the Shares shares of Common Stock issuable hereunder must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a "re-offer prospectus") with regard to the Shares such shares of Common Stock and the Company is under no obligation to register the Shares such shares of Common Stock (or to file a "re-offer prospectus"). 15.3 (c) If the Participant is deemed an affiliate within the meaning of Rule 144 of the Securities Act, the Participant understands that (i) the exemption from registration under Rule 144 will not be available unless (i) (A) a public trading market then exists for the Common Stock of the Company, (ii) (B) adequate information concerning the Company is then available to the public, and (iii) (C) other terms and conditions of Rule 144 or any exemption therefrom are complied with; with, and that (ii) any sale of the Shares shares of Common Stock issuable hereunder may be made only in limited amounts in accordance with such the terms and conditions. conditions of Rule 144 or any exemption therefrom. View More
Withholding of Taxes. The Company shall have the power and the right to deduct or withhold shares, withhold, or require the Participant Optionee to remit to the Company, an amount sufficient to satisfy any federal, state, local and foreign taxes of any kind (including, but not limited to, the Participant's Optionee's FICA and SDI obligations) which the Company, in its sole discretion, deems necessary to be withheld or remitted to comply with the Code and/or any other applicable law, rule or regulation with respect to... the Restricted Stock Option (or exercise thereof) and, if the Optionee fails to do so, the Company may otherwise refuse to issue or the vesting of such Restricted Stock.12. transfer any Option Shares otherwise required to be issued pursuant to this Agreement.12. No Right to Employment. Any questions as to whether and when there has been a termination of such employment and the cause of such termination shall be determined in the sole discretion of the Company. Nothing in this Agreement shall interfere with or limit in any way the right of the Company, its Subsidiaries or Related Companies or Affiliates to terminate the Participant's Optionee's employment or service at any time, for any reason and with or without cause.13. Notices. Any Exercise Notice or other notice which may be required or permitted 7 under this Agreement shall be in writing writing, and shall be delivered in person, person or via facsimile transmission, overnight courier service or certified mail, return receipt requested, postage prepaid, properly addressed as follows:13.1 If such notice is to the Company, to the attention of the Secretary of Company or at such other address as the Company, by notice to the Participant, Optionee, shall designate in writing from time to time.13.2 If such notice is to the Participant, Optionee, at his or her address as shown on the Company's records, or at such other address as the Participant, Optionee, by notice to the Company, shall designate in writing from time to time.14. Compliance with Laws. The issuance of this Stock Option (and the Restricted Option Shares upon exercise of this Stock or unrestricted Shares Option) pursuant to this Agreement shall be subject to, and shall comply with, any applicable requirements of any foreign and U.S. federal and state securities laws, rules and regulations (including, without limitation, the provisions of the Securities Act of 1933, the Securities Exchange Act of 1934 and the respective rules and regulations promulgated thereunder), thereunder) and any other law or regulation applicable thereto. The Company shall not be obligated to issue this Stock Option or any of the Restricted Stock or unrestricted Option Shares pursuant to this Agreement if any such issuance would violate any such requirements.15. Securities Representations. The Restricted Stock is being issued Binding Agreement; Assignment. This Agreement shall inure to the Participant benefit of, be binding upon, and this Agreement is being made be enforceable by the Company in reliance upon and its successors and assigns. The Optionee shall not assign (except as provided by Section 9 hereof) any part of this Agreement without the following prior express representations and warranties written consent of the Participant. The Participant acknowledges, represents and warrants that: 1,191.2 4 15.1 The Participant has been advised that the Participant Company.16. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an "affiliate" within original, but all of which shall constitute one and the meaning same instrument.17. Further Assurances. Each party hereto shall do and perform (or shall cause to be done and performed) all such further acts and shall execute and deliver all such other agreements, certificates, instruments and documents as either party hereto reasonably may request in order to carry out the intent and accomplish the purposes of Rule 144 under this Agreement and the Securities Act of 1933, as amended (the "Act") Plan and in this connection the Company is relying in part on the Participant's representations set forth in this Section.15.2 If the Participant is deemed an affiliate within the meaning of Rule 144 consummation of the Act, transactions contemplated thereunder.18. Headings. The titles and headings of the Shares must various sections of this Agreement have been inserted for convenience of reference only and shall not be held indefinitely unless an exemption from deemed to be a part of this Agreement.19. Severability. The invalidity or unenforceability of any applicable resale restrictions is available provisions of this Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Agreement in such jurisdiction or the Company files an additional registration statement (or a "re-offer prospectus") with regard validity, legality or enforceability of any provision of this Agreement in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the Shares and the Company is under no obligation to register the Shares (or to file a "re-offer prospectus"). 15.3 If the Participant is deemed an affiliate within the meaning of Rule 144 of the Act, the Participant understands that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditions. fullest extent permitted by law. 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Withholding of Taxes. The Company shall have the power and the right to deduct or withhold shares, withhold, or require the Participant to remit to the Company, an amount sufficient to satisfy any federal, state, local and foreign taxes of any kind (including, but not limited to, the Participant's FICA and SDI obligations) which the Company, in its sole discretion, deems necessary to be withheld or remitted to comply with the Code and/or any other applicable law, rule or regulation with respect to the Restricted Stoc...k and, if the Participant fails to do so, the Company may otherwise refuse to issue or the vesting transfer any shares of such Restricted Stock.12. No Right Common Stock otherwise required to Employment. Any questions as to whether and when there has been a termination of such employment and the cause of such termination shall be determined in the sole discretion of the Company. Nothing in this Agreement shall interfere with or limit in any way the right of the Company, its Subsidiaries or Related Companies to terminate the Participant's employment or service at any time, for any reason and with or without cause.13. Notices. Any notice which may be required or permitted under this Agreement shall be in writing and shall be delivered in person, or via facsimile transmission, overnight courier service or certified mail, return receipt requested, postage prepaid, properly addressed as follows:13.1 If such notice is to the Company, to the attention of the Secretary of Company or at such other address as the Company, by notice to the Participant, shall designate in writing from time to time.13.2 If such notice is to the Participant, at his or her address as shown on the Company's records, or at such other address as the Participant, by notice to the Company, shall designate in writing from time to time.14. Compliance with Laws. The issuance of the Restricted Stock or unrestricted Shares issued pursuant to this Agreement shall be subject to, and shall comply with, any applicable requirements of any federal and state securities laws, rules and regulations (including, without limitation, the provisions of the Securities Act of 1933, the Exchange Act and the respective rules and regulations promulgated thereunder), and any other law or regulation applicable thereto. The Company shall not be obligated to issue any of the Restricted Stock or unrestricted Shares pursuant to this Agreement if such issuance would violate any such requirements.15. Securities Representations. The Restricted Stock is being issued Agreement. Any minimum statutorily required withholding obligation with regard to the Participant and this may be satisfied by reducing the amount of cash or shares of Common Stock otherwise deliverable to the Participant hereunder. 3 10. Securities Representations. This Agreement is being made entered into by the Company in reliance upon the following express representations and warranties of the Participant. The Participant hereby acknowledges, represents and warrants that: 1,191.2 4 15.1 (a) The Participant has been advised that the Participant may be an "affiliate" within the meaning of Rule 144 under the Securities Act of 1933, as amended (the "Act") and in this connection the Company is relying in part on the Participant's representations set forth in this Section.15.2 Section 10. (b) If the Participant is deemed an affiliate within the meaning of Rule 144 of the Securities Act, the Shares shares of Common Stock issuable hereunder must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a "re-offer prospectus") with regard to the Shares such shares of Common Stock and the Company is under no obligation to register the Shares such shares of Common Stock (or to file a "re-offer prospectus"). 15.3 (c) If the Participant is deemed an affiliate within the meaning of Rule 144 of the Securities Act, the Participant understands that (i) the exemption from registration under Rule 144 will not be available unless (i) (A) a public trading market then exists for the Common Stock of the Company, (ii) (B) adequate information concerning the Company is then available to the public, and (iii) (C) other terms and conditions of Rule 144 or any exemption therefrom are complied with; with, and that (ii) any sale of the Shares shares of Common Stock issuable hereunder may be made only in limited amounts in accordance with such the terms and conditions. conditions of Rule 144 or any exemption therefrom. View More
