Withholding of Taxes Clause Example with 47 Variations from Business Contracts

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 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. 3 10. Section 83(b). If the Participant properly elects (as required by Section 83(b) of the Code) within 30 days after the issuance of the Restricted Stock to include in gross income for federal income tax purposes in the year of issuance the Fair Market Value of such shares of Restricted Stock, the Company shall pay the Executive as additional compensation an amount equal to the federal, state or local taxes (including both income and payroll taxes) required to be withheld with respect to the Restricted Stock up to $ (the "Company Tax Payment"), provided that the Participant shall pay or make arrangements satisfactory to the Company to pay to the Company upon such election any federal, state, or local taxes with respect to the Restricted Stock that are not covered by the Company Tax Payment, including all federal, state, or local taxes required to be withheld with respect to the Company Tax Payment itself. If the Fair Market Value of the shares of Restricted Stock at the time of their issuance is increased as a result of a final IRS adjustment, the Company shall pay the Executive as additional compensation an amount equal to the federal, state or local taxes required to be withheld with respect to any increase in taxable income resulting from such adjustment (the "Additional Company Tax Payment"), provided that the Participant shall pay or make arrangements satisfactory to the Company to pay to the Company upon such adjustment any federal, state, or local taxes with respect to any increases in taxable income that are not covered by the Additional Company Tax Payment, including all federal, state, or local taxes required to be withheld with respect to the Additional Company Tax Payment itself. The amount of the Additional Company Tax Payment, when combined with the previous Company Tax Payment, shall not exceed $ . If the Participant shall fail to make any payment required under this section, the Company shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to the Participant any federal, state or local taxes of any kind required by law to be withheld with respect to the Restricted Stock, as well as the rights set forth in Section 9 hereof. The Participant acknowledges that it is the Participant's sole responsibility, and not the Company's, to file timely and properly the election under Section 83(b) of the Code and any corresponding provisions of state tax laws if the Participant elects to make such election, and the Participant agrees to timely provide the Company with a copy of any such election. The Company Tax Payment and the Additional Company Tax Payment of this Section 10 herein shall only be paid, if at all, to the Participants to the extent he or she properly makes an election under Section 83(b) of the Code with respect to the receipt of Restricted Stock, and not if he or she fails to make such an election and is subject to taxation with respect to the Restricted Stock at a later date. Similarly, the Company Tax Payment and the Additional Company Tax Payment of this Section 10 shall only be paid, if at all, to the extent Participant is a United States citizen or resident at the time of the issuance of the Restricted Stock and therefore subject to immediate United States federal taxation as a consequence of the election under Section 83(b) of the Code. The Company, in its sole discretion, may provide other arrangements for Participants who are not United States citizens or residents as described in the preceding sentence. View More

Withholding of Taxes. The Participant agrees and acknowledges that 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 re...spect to the Restricted Stock and, Option, and if the Participant fails to do so, withholding requirement cannot be satisfied, the Company may otherwise refuse to issue or transfer any shares of Common Stock otherwise required to be issued pursuant to this Agreement. At Without limiting the discretion of foregoing, the Company, any minimum statutorily required withholding obligation with regard to the Participant may be satisfied by reducing the amount of cash or Company shall withhold shares of Common Stock otherwise deliverable to the Participant hereunder. hereunder in order to pay the Participant's income and employment taxes due upon vesting of the Option, but only to the extent permitted by applicable accounting rules so as not to affect accounting treatment. 4 9. Entire Agreement; Amendment. This Agreement, together with the Plan, 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 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 Company, or an Affiliate, as applicable, will have the power and the right to deduct or withhold, or require the Participant to remit to the Company, or an Affiliate, as applicable, 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 applicabl...e law, rule or regulation with respect to the Restricted Stock Option and, if the 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 With the discretion consent of the Company, Committee, any minimum statutorily required withholding obligation incurred in connection with regard to the Participant exercise of its Option may be satisfied by reducing the amount of cash or shares of Common Stock otherwise deliverable upon exercise of the Option. 3 9. Entire Agreement; Amendment. This Agreement, together with the Plan, 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 will 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 will 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) 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 Option and, if ...the 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 upon exercise of the Option. 5 9. Entire Agreement; Amendment. This Agreement, together with the Plan, 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, and 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; provided, for the avoidance of doubt, that, unless otherwise required by law or specifically provided for in the Plan, the rights of the Participant with respect to this Agreement may not be materially impaired without the consent of the Participant. This Agreement may also be modified or amended by a writing signed by both the Company and the Participant. 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 Option and, if ...the 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 upon exercise of the Option.] 4 9. Entire Agreement; Amendment. This Agreement, together with the Plan, 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 Participant agrees and acknowledges that 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 good faith discretion, deems necessary to be withheld or remitted to comply with the Code and/or any other applicable law, rule or regulat...ion with respect to the Restricted Stock and, PRSUs, and if the Participant fails to do so, withholding requirement cannot be satisfied, the Company may otherwise refuse to issue or transfer any shares of Common Stock otherwise required to be issued pursuant to this Agreement. At Without limiting the discretion foregoing, if the Common Stock is not listed for trading on a national exchange at the time of vesting and/or settlement of the Company, any minimum statutorily required withholding obligation with regard to PRSUs, then at the Participant may be satisfied by reducing Participant's election, the amount of cash or Company shall withhold shares of Common Stock otherwise deliverable to the Participant hereunder. hereunder with a Fair Market Value equal to the Participant's total income and employment taxes imposed as a result of the vesting and/or settlement of the PRSUs, but only to the extent permitted by applicable accounting rules so as not to affect accounting treatment. 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 SAR and, if the... 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 may, at the Company's discretion, be satisfied by reducing the amount of cash or shares of Common Stock otherwise deliverable upon exercise of the SAR. 3 9. Entire Agreement; Amendment. This Agreement, together with the Plan, 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 SAR and, if the... 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 or any additional tax obligation with regard to the Participant that does not result in any adverse accounting implications to the Company may, with the consent of the Committee, be satisfied by reducing the amount of cash or shares of Common Stock otherwise deliverable upon exercise of the SAR.] 3 9. Entire Agreement; Amendment. This Agreement, together with the Plan, 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 Participant agrees and acknowledges that 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 good faith discretion, deems necessary to be withheld or remitted to comply with the Code and/or any other applicable law, rule or regulat...ion with respect to the Restricted Stock and, RSUs, and if the Participant fails to do so, withholding requirement cannot be satisfied, the Company may otherwise refuse to issue or transfer any shares of Common Stock otherwise required to be issued pursuant to this Agreement. At Without limiting the discretion foregoing, if the Common Stock is not listed for trading on a national exchange at the time of vesting and/or settlement of the Company, any minimum statutorily required withholding obligation with regard to RSUs, then at the Participant may be satisfied by reducing Participant's election, the amount of cash or Company shall withhold shares of Common Stock otherwise deliverable to the Participant hereunder. hereunder with a Fair Market Value equal to the Participant's total income and employment taxes imposed as a result of the vesting and/or settlement of the RSUs, but only to the extent permitted by applicable accounting rules so as not to affect accounting treatment. View More