Grouped Into 129 Collections of Similar Clauses From Business Contracts
This page contains Withholding Taxes clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Withholding Taxes. The Company shall have the right to withhold from wages or other amounts otherwise payable to the Participant (or a Permitted Assignee thereof), or otherwise require the Participant or Permitted Assignee to pay, any federal, state, local or foreign income taxes, withholding taxes, or employment taxes required to be withheld by law or regulations ("Withholding Taxes") arising as a result of the grant or vesting of Shares of Restricted Stock, the transfer of any Shares of Restricted Stock, the mak...ing of an election under [Section 83(b)] (or any similar provision) of the Internal Revenue Code of 1986 (the "Code"), or any other taxable event occurring pursuant to the Plan (including, without limitation, the payment of dividends on unvested Shares of Restricted Stock), this Agreement or the Certificate. If, notwithstanding the foregoing, the Participant (or Permitted Assignee) shall fail to actually or constructively make such tax payments as are required, the Company (or its Affiliates) shall, to the extent permitted by law, have the right to deduct any such Withholding Taxes from any payment of any kind otherwise due to such Participant or Permitted Assignee or to take such other action as may be necessary to satisfy such Withholding Taxes. In satisfaction of the requirement to pay Withholding Taxes (but only if the [Section 83(b)] Election defined below has not been made with respect to the Restricted Stock granted hereunder), the Company, in its sole discretion, may elect to satisfy the obligation for Withholding Taxes by retaining a sufficient number of Shares of Restricted Stock that it would otherwise deliver on a particular vesting date equal to the amount of any Withholding Taxes due on such vesting date. Notwithstanding the foregoing discretion, the Company shall satisfy the obligation for Withholding Taxes by retaining a sufficient number of Shares of Restricted Stock that it would otherwise deliver on a particular vesting date equal to the amount of any Withholding Taxes due on such vesting date, unless the Participant has either (a) made the [Section 83(b)] Election defined below or (b) provided the Company with written notice at least 30 days (or such lesser period as may be permitted by the Company in its sole 3 discretion) in advance of such vesting date that the Participant will pay the Withholding Taxes in cash. For purposes of the preceding two sentences, where the Company is to retain Shares to satisfy the obligation for Withholding Taxes, the net amount of Shares to be delivered to the Participant on a vesting date shall equal the total number of Shares otherwise deliverable to the Participant on such vesting date (pursuant to Section 1 hereof and the Certificate), less such number of Shares having an aggregate Fair Market Value equal to the amount of such Withholding Taxes (as determined in the Committee's sole discretion).View More
Withholding Taxes. The Company shall have the right to withhold from wages or other amounts otherwise payable to the Participant (or a Permitted Assignee thereof), or otherwise require the Participant or Permitted Assignee to pay, any federal, state, local or foreign income taxes, withholding taxes, or employment taxes required to be withheld by law or regulations ("Withholding Taxes") arising as a result of the grant or vesting of Shares of Restricted Stock, RSUs, the transfer of any Shares of Restricted Stock, t...he making of an election under [Section 83(b)] (or any similar provision) of the Internal Revenue Code of 1986 (the "Code"), RSUs or any other taxable event occurring pursuant to the Plan (including, without limitation, the payment of dividends on unvested Shares of Restricted Stock), Plan, this Agreement or the Certificate. If, notwithstanding the foregoing, the Participant (or Permitted Assignee) shall fail to actually or constructively make such tax payments as are required, the Company (or its Affiliates) shall, to the extent permitted by law, have the right to deduct any such Withholding Taxes from any payment of any kind otherwise due to such Participant or Permitted Assignee or to take such other action as may be necessary to satisfy such Withholding Taxes. In satisfaction of the requirement to pay Withholding Taxes (but only if the [Section 83(b)] Election defined below has not been made with respect to the Restricted Stock granted hereunder), Taxes, the Company, in its sole discretion, may elect to satisfy the obligation for Withholding Taxes by retaining a sufficient number of Shares of Restricted Stock that it would otherwise deliver on a particular vesting date equal to the amount of any Withholding Taxes due on such vesting date. Notwithstanding the foregoing discretion, the Company shall satisfy the obligation for Withholding Taxes by retaining a sufficient number of Shares of Restricted Stock that it would otherwise deliver on a particular vesting date equal to the amount of any Withholding Taxes due on such vesting date, unless the Participant has either (a) made the [Section 83(b)] Election defined below or (b) provided the Company with written notice at least 30 days (or such lesser period as may be permitted by the Company in its sole 3 discretion) in advance of such vesting date that the Participant will pay the Withholding Taxes in cash. For purposes of the preceding two sentences, where the Company is to retain Shares to satisfy the obligation for Withholding Taxes, the net amount of Shares to be delivered to the Participant on a vesting date shall equal the total number of Shares otherwise deliverable to the Participant on such vesting date (pursuant to Section 1 2(c) hereof and the Certificate), less such number of Shares having an aggregate Fair Market Value equal to the amount of such Withholding Taxes (as determined in the Committee's sole discretion). View More
Withholding Taxes. The Company Corporation shall have the right to withhold from wages or other amounts otherwise payable to the Participant (or a Permitted Assignee thereof), Grantee, or otherwise require the Participant or Permitted Assignee Grantee to pay, any federal, state, local or foreign income taxes, withholding taxes, or employment taxes required to be withheld by law or regulations ("Withholding Taxes") arising as a result of the grant or vesting Vesting of Shares of the Restricted Stock, Shares, the tr...ansfer of any Shares of Restricted Stock, thereof, the making of an election under [Section 83(b)] Section 83(b) (or any similar provision) of the Internal Revenue Code of 1986 (the "Code"), or any other taxable event occurring pursuant to the Plan (including, without limitation, the payment of dividends on unvested Shares of Restricted Stock), Stock that has not Vested) or this Agreement or the Certificate. Agreement. If, notwithstanding the foregoing, the Participant (or Permitted Assignee) Grantee shall fail to actually or constructively make such tax payments as are required, the Company (or its Affiliates) Corporation or an Affiliate shall, to the extent permitted by law, have the right to deduct any such Withholding Taxes from any payment of any kind otherwise due to such Participant or Permitted Assignee Grantee or to take such other action as may be necessary to satisfy such Withholding Taxes. In satisfaction of the requirement to pay Withholding Taxes (but only if the [Section 83(b)] Section 83(b) Election defined below has not been made with respect to the Restricted Stock granted hereunder), the Company, Corporation, in its sole discretion, may elect to satisfy the obligation for Withholding Taxes by retaining a sufficient number of Shares shares of Restricted Stock that it would otherwise deliver on a particular vesting date on which shares of Restricted Stock Vest (a "Vesting Date") equal in market value to the amount of any Withholding Taxes due on such vesting date. Vesting Date. Notwithstanding the foregoing discretion, the Company Corporation shall satisfy the obligation for Withholding Taxes by retaining a sufficient number of Shares shares of Restricted Stock that it would otherwise deliver on a particular vesting date Vesting Date equal in market value to the amount of any Withholding Taxes due on such vesting date, Vesting Date, unless the Participant Grantee has either (a) made the [Section 83(b)] Section 83(b) Election defined below or (b) provided the Company Corporation with written notice at least 30 days (or such lesser period as may be permitted by the Company Corporation in its sole 3 discretion) in advance of such vesting date Vesting Date that the Participant Grantee will pay the Withholding Taxes in cash. For purposes of the preceding two sentences, where the Company Corporation is to retain Shares to satisfy the obligation for Withholding Taxes, the net amount of Shares to be delivered to the Participant Grantee on a vesting date Vesting Date shall equal the total number of Shares otherwise deliverable to the Participant Grantee on such vesting date (pursuant to Section 1 hereof and the Certificate), Vesting Date, less such number of Shares having an aggregate Fair Market Value equal to the amount of such Withholding Taxes (as determined in the Committee's sole discretion). View More
Withholding Taxes. The Company shall have the right to withhold from wages or other amounts otherwise payable to the Participant (or a Permitted Assignee thereof), or otherwise require the Participant or Permitted Assignee to pay, any federal, state, local or foreign income taxes, withholding taxes, or employment taxes required to be withheld by law or regulations ("Withholding Taxes") arising as a result of the grant or vesting of Shares of Restricted Stock, PSUs, the transfer of any Shares of Restricted Stock, t...he making of an election under [Section 83(b)] (or any similar provision) of the Internal Revenue Code of 1986 (the "Code"), PSUs or any other taxable event occurring pursuant to the Plan (including, without limitation, the payment of dividends on unvested Shares of Restricted Stock), Plan, this Agreement or the Certificate. If, notwithstanding the foregoing, the Participant (or Permitted Assignee) shall fail to actually or constructively make such tax payments as are required, the Company (or its Affiliates) shall, to the extent permitted by law, have the right to deduct any such Withholding Taxes from any payment of any kind otherwise due to such Participant or Permitted Assignee or to take such other action as may be necessary to satisfy such Withholding Taxes. In satisfaction of the requirement to pay Withholding Taxes (but only if the [Section 83(b)] Election defined below has not been made with respect to the Restricted Stock granted hereunder), Taxes, the Company, in its sole discretion, may elect to satisfy the obligation for Withholding Taxes by retaining a sufficient number of Shares of Restricted Stock that it would otherwise deliver on a particular vesting date Settlement Date equal to the amount of any Withholding Taxes due on such vesting date. Settlement Date. Notwithstanding the foregoing discretion, the Company shall satisfy the obligation for Withholding Taxes by retaining a sufficient number of Shares of Restricted Stock that it would otherwise deliver on a particular vesting date Settlement Date equal to the amount of any 4 Withholding Taxes due on such vesting date, unless the Participant has either (a) made the [Section 83(b)] Election defined below or (b) provided the Company with written notice at least 30 days (or such lesser period as may be permitted by the Company in its sole 3 discretion) in advance of such vesting date that the Participant will pay the Withholding Taxes in cash. Settlement Date. For purposes of the preceding two sentences, where the Company is to retain Shares to satisfy the obligation for Withholding Taxes, the net amount of Shares to be delivered to the Participant on a vesting date Settlement Date shall equal the total number of Shares otherwise deliverable to the Participant on such vesting date Settlement Date (pursuant to Section 1 2(c) hereof and the Certificate), less such number of Shares having an aggregate Fair Market Value equal to the amount of such Withholding Taxes (as determined in the Committee's sole discretion). View More
Withholding Taxes. If the Company is required to withhold federal, state, local or foreign taxes or other amounts in connection with Grantee's right to receive Common Shares or cash under this Agreement, and the amounts available to the Company for such withholding are insufficient, it will be a condition to the receipt of any such Common Shares or cash (or the realization of any other benefit provided for under this Agreement) that Grantee make arrangements satisfactory to the Company for payment of the balance o...f such taxes or other amounts. Grantee may satisfy such tax obligation by paying the Company cash via personal check. Alternatively, unless otherwise determined by the Committee, Grantee may elect that all or any part of such tax obligation be satisfied by the Company's retention of a portion of the Common Shares provided for under this Agreement or by Grantee's surrender of a portion of the Common Shares that he or she has owned. In no event, however, shall the Company accept Common Shares for payment of taxes in excess of required tax withholding rates (unless such higher withholding amounts would not result in adverse accounting implications for the Company and the additional withholding amount is authorized by the Committee). If Grantee's benefit is to be received in the form of Common Shares, and Grantee fails to make arrangements for the payment of required taxes or other amounts, then, unless otherwise determined by the Committee, the Company will withhold Common Shares having a value equal to the amount required to be withheld. The Common Shares used for tax withholding will be valued at an amount equal to the fair market value of such Common Shares on the date the applicable benefit is to be included in Grantee's income.View More
Withholding Taxes. If To the extent that the Company or a Subsidiary is required to withhold federal, state, local local, employment, or foreign taxes or taxes, or, to the extent permitted under Section 409A of the Code, any other amounts applicable taxes, in connection with Grantee's right to receive Common Shares or cash under this Agreement, Agreement (regardless of whether Grantee is entitled to the delivery of any Common Shares at that time), and the amounts available to the Company for such withholding are i...nsufficient, it will shall be a condition to the receipt of any such Common Shares or cash (or the realization of any other benefit provided for under this Agreement) Agreement that Grantee make arrangements satisfactory to the Company for payment of the balance of such taxes or other amounts. required to be withheld. Grantee may satisfy such tax obligation by paying the Company cash via personal check. Alternatively, unless otherwise determined by the Committee, Grantee may elect that all or any part of such tax obligation be satisfied by the Company's retention of a portion of the Common Shares provided for under this Agreement or by Grantee's surrender of a portion of the Common Shares that he or she has owned. In no event, however, shall the Company accept Common Shares for payment of taxes in excess of required tax withholding rates (unless such higher withholding amounts would not result in adverse accounting implications for rates. If an election is made to satisfy Grantee's tax obligation with the Company and the additional withholding amount is authorized by the Committee). If Grantee's benefit is to be received in the form release or surrender of Common Shares, and Grantee fails to make arrangements for the payment of required taxes or other amounts, then, unless otherwise determined by the Committee, the Company will withhold Common Shares having a shall be credited in the following manner: (a) at the market value equal of such Common Shares on the date of delivery if the tax obligations arise due to the amount required to be withheld. The delivery of Common Shares used for tax withholding will be valued under this Agreement; or (b) at an amount equal to the fair market value of such Common Shares on the date the applicable benefit is to be included in Grantee's income. tax obligation arises, if for a reason other than the delivery of Common Shares under this Agreement. View More
Withholding Taxes. If the Company is required to withhold federal, state, local local, employment, or foreign taxes or taxes, or, to the extent permitted under Section 409A of the Code, any other amounts applicable taxes, in connection with Grantee's right to receive Common Shares or cash under this Agreement, Agreement (regardless whether Grantee is entitled to the delivery of any Common Shares at that time), and the amounts available to the Company for such withholding are insufficient, it will shall be a condit...ion to the receipt of any such Common Shares or cash (or the realization of any other benefit provided for under this Agreement) Agreement that Grantee make arrangements satisfactory to the Company for payment of the balance of such taxes or other amounts. the taxes. Grantee may satisfy such tax obligation by paying the Company cash via personal check. Alternatively, unless otherwise determined by the Committee, Grantee may elect that all or any part of such tax obligation be satisfied by the Company's retention of a portion of the Common Shares provided for under this Agreement or by Grantee's surrender of a portion of the Common Shares that he or she has owned. owned for at least 6 months. In no event, however, shall the Company accept Common Shares for payment of taxes in excess of required tax withholding rates (unless such higher withholding amounts would not result in adverse accounting implications for the Company and Company). If an election is made to satisfy Grantee's tax obligation with the additional withholding amount is authorized by the Committee). If Grantee's benefit is to be received in the form release or surrender of Common Shares, and Grantee fails to make arrangements for the payment of required taxes or other amounts, then, unless otherwise determined by the Committee, the Company will withhold Common Shares having a value equal shall be credited in the following manner: (a) at the Market Value per Share on the date of delivery if the tax obligations arise due to the amount required to be withheld. The delivery of Common Shares used for tax withholding will be valued under this Agreement; or (b) at an amount equal to the fair market value of such Common Shares Market Value per Share on the date the applicable benefit is to be included in Grantee's income. tax obligation arises, if for a reason other than the delivery of Common Shares under this Agreement. View More
Withholding Taxes. (a) Participant is liable and responsible for all taxes owed in connection with the Award, regardless of any action the Company may take with respect to any tax withholding obligations that arise in connection with the Award, and Participant acknowledges and agrees that all taxes owed in connection with the Award may exceed the amount actually withheld by the Company, if any. The Company does not make any representation or undertaking regarding the treatment of any tax withholding in connection ...with any aspect of the Award, including, but not limited to, the grant, vesting or settlement of the Award or the subsequent sale of Common Stock issuable pursuant to the Award or the receipt of any dividends or dividend equivalent rights. The Company does not commit and is under no obligation to structure the Award to reduce or eliminate Participant's tax liability or achieve a particular tax result. (b) Prior to any event in connection with the Award (e.g., vesting or settlement in respect of the Award) that the Company determines may result in any domestic or foreign tax withholding obligation, whether national, federal, state or local, including any social tax obligation (the "Tax Withholding Obligation"), Participant is required to arrange for the satisfaction of the amount of such Tax Withholding Obligation in a manner acceptable to the Company. Notwithstanding the foregoing, any Tax Withholding Obligations will be satisfied by the Company withholding a number of shares of Common Stock that would otherwise be issued under the Award that the Company determines has a Fair Market Value sufficient to meet the Tax Withholding Obligations, unless Participant otherwise satisfies such Tax Withholding Obligations in a manner satisfactory to the Company.View More
Withholding Taxes. (a) Participant is liable and responsible for all taxes owed in connection with the Award, regardless of any action the Company may take takes with respect to any tax withholding obligations that arise in connection with the Award, and Participant acknowledges and agrees that all taxes owed in connection with the Award may exceed the amount actually withheld by the Company, if any. Award. The Company does not make any representation or undertaking regarding the treatment of any tax withholding i...n connection with any aspect of the Award, including, but not limited to, the grant, vesting or settlement of the Award or the subsequent sale of Common Stock issuable pursuant to the Award or the receipt of any dividends or dividend equivalent rights. Award. The Company does not commit and is under no obligation to structure the Award to reduce or eliminate Participant's tax liability or achieve a particular tax result. (b) liability. _(b) Prior to any event in connection with the Award (e.g., vesting or settlement payment in respect of the Award) that the Company determines may result in any domestic or foreign tax withholding obligation, whether national, federal, state or local, including any social tax obligation (the "Tax Withholding Obligation"), Participant is required to arrange for the satisfaction of the amount of such Tax Withholding Obligation in a manner acceptable to the Company. Notwithstanding the foregoing, any these Tax Withholding Obligations will be satisfied by the Company withholding a number of shares of Common Stock that would 2 otherwise be issued under the this Award that the Company determines has a Fair Market Value sufficient to meet the Tax Withholding Obligations, unless Participant otherwise satisfies such Tax Withholding Obligations in a manner satisfactory to the Company. View More
Withholding Taxes. Not later than the date as of which an amount first becomes includible in the gross income of the Optionee for Federal income tax purposes with respect to the Option, the Optionee shall pay to the Company, or make arrangements satisfactory to the Committee regarding the payment of, any Federal, state and local taxes of any kind required by law to be withheld or paid with respect to such amount ("Withholding Tax"). The obligations of the Company under the Plan and pursuant to this Agreement shall... be conditional upon such payment or arrangements with the Company and the Company shall, to the extent permitted by law, have the right to deduct any Withholding Taxes from any payment of any kind otherwise due to the Optionee from the Company.View More
Withholding Taxes. Not later than If the date as of which an amount first becomes includible in the gross income of the Optionee for Federal income tax purposes Company is required to withhold any federal, state or local taxes with respect to any gain attributable to the Option, Option Shares then the Optionee shall pay to the Company, or make arrangements satisfactory to the Committee Company regarding the payment of, any Federal, state and local taxes of any kind required by law to be withheld or paid with respe...ct to such amount ("Withholding Tax"). that amount. If permitted by the Company, tax withholding or payment obligations may be settled with Stock, including Stock that is part of the Option that gives rise to the withholding requirement. The obligations of the Company under the Plan and pursuant to this Agreement shall be conditional conditioned upon such that payment or arrangements with the Company and the Company shall, to the extent permitted by law, have the right to deduct any Withholding Taxes such taxes from any payment of any kind otherwise due to the Optionee from the Company. Company or any Affiliate. View More
Withholding Taxes. Not later than the date as of which an amount first becomes includible in the gross income of the Optionee Grantee for Federal income tax purposes with respect to the Option, the Optionee Grantee shall pay to the Company, or make arrangements satisfactory to the Committee regarding the payment of, any Federal, state and local taxes of any kind required by law to be withheld or paid with respect to such amount ("Withholding Tax"). The obligations of the Company under the Plan and pursuant to this... Agreement shall be conditional upon such payment or arrangements with the Company and the Company shall, to the extent permitted by law, have the right to deduct any Withholding Taxes from any payment of any kind otherwise due to the Optionee Grantee from the Company. View More
Withholding Taxes. Not later than the date as of which an amount first becomes includible in the gross income of the Optionee Grantee for Federal income tax purposes with respect to the Option, the Optionee Grantee shall pay to the Company, or make arrangements satisfactory to the Committee regarding the payment of, any Federal, state and local taxes of any kind required by law to be withheld or paid with respect to such amount ("Withholding Tax"). The obligations of the Company under the Plan and pursuant to this... Agreement shall be conditional upon such payment or arrangements with the Company and the Company shall, to the extent permitted by law, have the right to deduct any Withholding Taxes from any payment of any kind otherwise due to the Optionee Grantee from the Company. View More
Withholding Taxes. To the extent that the Company is required to withhold federal, state, local or foreign taxes or other amounts in connection with the delivery to the Holder of Common Shares or any other payment to the Holder or any other payment or vesting event with respect to the PRSUs, the Holder and the Committee hereby agree that such obligation, in whole, will be satisfied by the Company withholding a portion of the Common Shares otherwise to be delivered with a fair market value equal to the amount of su...ch obligation. Additionally, the Company shall have the right to withhold from any payment of any kind otherwise due to the Holder from the Company, any federal, state, local or foreign taxes or other amounts of any kind required by law to be withheld with respect to the award or vesting of the PRSUs so long as such withholding does not result in any adverse tax consequences under Section 409A of the Code.View More
Withholding Taxes. To the extent that the Company is required to withhold federal, state, local or foreign taxes or other amounts in connection with the delivery to the Holder of Common Shares or any other payment to the Holder or any other payment or vesting event with respect to the PRSUs, the Holder and the Committee hereby agree that such obligation, in whole, will be satisfied by the Company withholding a portion of the Common Shares otherwise to be delivered with a fair market value equal to the amount of su...ch obligation. Additionally, the Company shall have the right to withhold from any payment of any kind otherwise due to the Holder from the Company, any federal, state, local or foreign taxes or other amounts of any kind required by law to be withheld with respect to the award or vesting of the PRSUs so long as such withholding does not result in any adverse tax consequences under Section 409A of the Code. 5 14. No Right to Future Awards or Continued Employment. The grant of the PRSUs under this Agreement to the Holder is a voluntary, discretionary award being made on a one-time basis and it does not constitute a commitment to make any future awards. The grant of the PRSUs and any payments made hereunder will not be considered salary or other compensation for purposes of any severance pay or similar allowance, except as otherwise required by law. No provision of this Agreement will limit in any way whatsoever any right that the Company or a Subsidiary may otherwise have to terminate the employment of the Holder at any time, subject to the terms of the Employment Agreement. View More
Withholding Taxes. You may not exercise this Option in whole or in part unless you make arrangements acceptable to the Company for payment of any federal, state, local or foreign withholding taxes that may be due as a result of the exercise of this Option. You hereby authorize the Company (or any Affiliate) to withhold from payroll or other amounts payable to you any sums required to satisfy such withholding tax obligations, and otherwise agree to satisfy such obligations in accordance with the provisions of Secti...on 14 of the Plan. You may satisfy such withholding tax obligations by delivering Shares you already own or by having the Company retain a portion of the Shares being acquired upon exercise of the Option, provided you notify the Company in advance of any exercise of your desire to pay withholding taxes in this manner. Delivery of Shares upon exercise of this Option is subject to the satisfaction of applicable withholding tax obligations.View More
Withholding Taxes. You may not exercise this Option in whole or in part unless you make arrangements acceptable to the Company for payment of any federal, state, local or foreign withholding taxes that may be due as a result of the exercise of this Option. You hereby authorize the Company (or any Affiliate) its Affiliates) to withhold from payroll or other amounts payable to you any sums required to satisfy such withholding tax obligations, and otherwise agree to satisfy such obligations in accordance with the pro...visions of Section 14 10(b) of the Plan. You may satisfy such withholding tax obligations by delivering Shares you already own or by having the Company retain a portion of the Shares being acquired upon exercise of the Option, provided you notify the Company in advance of any exercise of your desire to pay withholding taxes in this manner. Delivery of Shares upon exercise of this Option is subject to the satisfaction of applicable withholding tax obligations. NQSO Award Agreement (2020 Equity Incentive Plan) Page 3 8. Delivery of Shares. As soon as practicable after the Company receives the notice of exercise and payment of the exercise price as provided above, and has determined that all other conditions to exercise, including satisfaction of any withholding obligations and compliance with applicable laws, have been satisfied, it shall deliver to the person exercising the Option, in the name of such person, the Shares being purchased, as evidenced by issuance of a stock certificate or certificates, electronic delivery of such Shares to a brokerage account designated by such person, or book-entry registration of such Shares with the Company's transfer agent. The Company shall pay any original issue or transfer taxes with respect to the issue or transfer of the Shares and all fees and expenses incurred by it in connection therewith. All Shares so issued shall be fully paid and nonassessable. View More
Withholding Taxes. You may not exercise this Option in whole or in part unless you make arrangements acceptable to the Company for payment of any federal, state, local or foreign withholding taxes that may be due as a result of the exercise of this Option. You hereby authorize the Company (or any Affiliate) to withhold from payroll or other amounts payable to you any sums required to satisfy such withholding tax obligations, and otherwise agree to satisfy such obligations in accordance with the provisions of Secti...on 14 of the Plan. You may If you wish to satisfy some or all of such withholding tax obligations by delivering Shares you already own or by having the Company retain a portion of the Shares being acquired upon exercise of the Option, provided you notify must make such a request which shall be subject to approval by the Company in advance of any exercise of your desire to pay withholding taxes in this manner. Company. Delivery of Shares upon exercise of this Option is subject to the satisfaction of applicable withholding tax obligations. View More
Withholding Taxes. You may not exercise this Option in whole or in part unless you make arrangements acceptable to the Company for payment of any federal, state, local or foreign withholding taxes that may be due as a result of the exercise of this Option. You hereby authorize the Company (or any Affiliate) to withhold from payroll or other amounts payable to you any sums required to satisfy such withholding tax obligations, and otherwise agree to satisfy such obligations in accordance with the provisions of Secti...on 14 of the Plan. You may If you wish to satisfy some or all of such withholding tax obligations by delivering Shares you already own or by having the Company retain a portion of the Shares being acquired upon exercise of the Option, provided you notify must make such a request which shall be subject to approval by the Company in advance of any exercise of your desire to pay withholding taxes in this manner. Company. Delivery of Shares upon exercise of this Option is subject to the satisfaction of applicable withholding tax obligations. View More
Withholding Taxes. You hereby authorize the Company (or any Affiliate) to withhold from payroll or other amounts payable to you any sums required to satisfy any federal, state, local or foreign withholding taxes that may be due as a result of the receipt or vesting of Restricted Shares, and the Company may defer the release to you of any and all unrestricted Shares until you have made arrangements acceptable to the Company for payment of all such withholding taxes in accordance with the provisions of Section 14 of... the Plan. You may satisfy some or all of such withholding tax obligations by delivering Shares you already own or by forfeiting and directing the Company to retain a portion of the unrestricted Shares that would otherwise be released to you.View More
Withholding Taxes. You hereby authorize the Company (or any Affiliate) to withhold from payroll or other amounts payable to you any sums required to satisfy any federal, state, local or foreign withholding taxes that may be due as a result of the receipt or vesting of Restricted Shares, and the Company may defer the release to you of any and all unrestricted Shares until you have made arrangements acceptable to the Company for payment of all such withholding taxes in accordance with the provisions of Section 14 of... the Plan. You may satisfy some or all of such withholding tax obligations by delivering Shares you already own or by forfeiting and directing the Company to retain a portion of the unrestricted Shares that would otherwise be released to you. 3 9. Legality of Initial Issuance. No Restricted Shares shall be issued unless and until the Committee has determined that: (i) you and the Company have taken all actions required to register the Restricted Shares under the Securities Act of 1933 or to perfect an exemption from the registration requirements thereof, if applicable; (ii) all applicable listing requirements of any stock exchange or other securities market on which the Restricted Shares are listed have been satisfied; and (iii) any other applicable provision of state or U.S. federal law or other applicable law has been satisfied. View More
Withholding Taxes. You hereby authorize the Company (or any Affiliate) to withhold from payroll or other amounts payable to you any sums required to satisfy any federal, state, local or foreign withholding taxes that may be due as a result of the receipt or vesting of Restricted Shares, the Performance Stock Units or the issuance of Shares hereunder, and the Company may defer the release to you of any and all unrestricted Shares until you have made arrangements acceptable to the Company for payment of all such wit...hholding taxes in accordance with the provisions of Section 14 of the Plan. You may If you wish to satisfy some or all of such withholding tax obligations by delivering Shares you already own or by forfeiting and directing having the Company to retain withhold a portion of the unrestricted Shares that would otherwise be released issued to you. you hereunder, you must notify the Company of this election prior to the Vesting Date. View More
Withholding Taxes. You hereby authorize the Company (or any Affiliate) to withhold from payroll or other amounts payable to you any sums required to satisfy any federal, state, local or foreign Restricted Stock Award Master Agreement (2019 Equity Incentive Plan) Page 3 withholding taxes that may be due as a result of the receipt or vesting of Restricted Shares, and the Company may defer the release to you of any and all unrestricted Shares until you have made arrangements acceptable to the Company for payment of a...ll such withholding taxes in accordance with the provisions of Section 14 of the Plan. You may If you wish to satisfy some or all of such withholding tax obligations by delivering Shares you already own or by forfeiting and directing having the Company to retain a portion of the unrestricted Shares that would otherwise be released to you. you, you must notify the Company prior to vesting of the Restricted Shares. View More
Withholding Taxes. Regardless of any action the Company or the Participant's employer (the "Employer") takes with respect to any or all income tax, social security (or social insurance), payroll tax, fringe benefits tax, payment on account or other tax-related items related to the participation in the Plan and this Agreement and legally applicable to the Participant ("Tax-Related Items"), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remain...s his or her responsibility and may exceed the amount actually withheld by the Company or the Employer. Furthermore, the Participant acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not limited to, the grant, vesting or settlement of the Restricted Stock Units, the subsequent sale of Shares acquired under the Plan and the receipt of any dividends and/or any Dividend Equivalent Rights, and (ii) do not commit to and are under no obligation to structure the terms of the grant of the Restricted Stock Units or any aspect of the Participant's participation in the Plan to reduce or eliminate his or her liability for Tax-Related Items or achieve any particular tax result. If the Participant is or becomes subject to Tax-Related Items in more than one jurisdiction, the 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. Prior to any relevant taxable event, or tax withholding event, as applicable, the Participant agrees to pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding obligations of the Company and/or the Employer. In this regard, the Participant authorizes the Company and/or the Employer, or his or her respective agents, at the Company's discretion, to satisfy any applicable withholding obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Participant's wages or other cash compensation paid by the Company and/or the Employer; (ii) withholding from proceeds of the sale of the Shares acquired upon settlement of the Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant's behalf pursuant to this authorization); and/or (iii) withholding in whole Shares to be issued upon settlement of the Restricted Stock Units, provided that the Company only withholds the amount of whole Shares necessary to satisfy the statutory withholding requirements, not to exceed the maximum withholding tax rate in the Participant's 5 applicable jurisdiction. If the Company satisfies the withholding obligation for the Tax-Related Item by withholding a number of Shares as described herein, the Participant will be deemed to have been issued the full number of Shares due to Participant at vesting, notwithstanding that a number of Shares is held back solely for purpose of paying the Tax-Related Items. Finally, the Participant further agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of his or her participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.View More
Withholding Taxes. Regardless (a) The Participant acknowledges that, regardless of any action taken by the Company or Company, the Participant's employer (the "Employer") takes with respect to any or ultimate liability for all income tax, social security (or social insurance), insurance, payroll tax, fringe benefits benefit tax, payment on account or other tax-related items related to the Participant's participation in the Plan and this Agreement and legally applicable to the Participant ("Tax-Related Items"), the... Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant Items") is and remains his or her the Participant's responsibility and may exceed the amount actually withheld by the Company or the Employer. Furthermore, the Company. The Participant further acknowledges that the Company and/or the Employer (i) make (1) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, RSU, including, but not limited to, the grant, vesting or settlement of the Restricted Stock Units, RSU, the subsequent sale of Shares acquired under pursuant to the Plan settlement and the receipt of any dividends and/or any Dividend Equivalent Rights, dividend equivalents or dividends; and (ii) do (2) does not commit to and are is under no obligation to structure the terms of the grant of the Restricted Stock Units or any aspect of the Participant's participation in the Plan RSU to reduce or eliminate his or her the Participant's liability for Tax-Related Items or achieve any particular tax result. If Further, if the Participant is or becomes subject to Tax-Related Items in more than one jurisdiction, the 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. (b) Prior to any relevant taxable event, or tax withholding event, as applicable, the Participant agrees to pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding obligations of the Company and/or the Employer. Tax-Related Items. In this regard, connection with making adequate arrangements to satisfy Tax-Related Items, the Participant authorizes and directs the Company and/or the Employer, or his or her respective agents, at the Company's discretion, its agents to satisfy any applicable withholding the obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Participant's wages or other cash compensation paid by the Company and/or the Employer; (ii) withholding from proceeds of the sale of the Shares acquired upon settlement of the Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant's behalf pursuant to this authorization); and/or (iii) withholding in whole Shares to be issued upon vesting and settlement of the Restricted Stock Units, provided RSU. In the event that such withholding in Shares is 3 problematic under applicable tax or securities law, by the Participant's acceptance of the RSU, the Participant authorizes and directs the Company only withholds and any brokerage firm determined acceptable to the amount Company to sell on the Participant's behalf a whole number of whole Shares necessary from those Shares issuable to the Participant as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy the statutory withholding requirements, obligation for Tax-Related Items. Anything in this Section 7 to the contrary notwithstanding, to avoid a prohibited acceleration under Code Section 409A, the number of Shares subject to RSUs that will be permitted to be released and withheld (or sold on the Participant's behalf) to satisfy any Tax-Related Items arising prior to the date the Shares are scheduled to be delivered pursuant to Section 9 for any portion of the RSUs that is considered nonqualified deferred compensation subject to Code Section 409A shall not to exceed the maximum withholding tax rate in number of Shares that equals the Participant's 5 applicable jurisdiction. If the Company satisfies the withholding obligation liability for the Tax-Related Item Items. (c) Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates. If the obligation for Tax-Related Items is satisfied by withholding a number of Shares as described herein, in Shares, for tax purposes, the Participant will be is deemed to have been issued the full number of Shares due subject to Participant at vesting, the vested RSU, notwithstanding that a number of Shares is are held back solely for the purpose of paying the Tax-Related Items. (d) Finally, the Participant further agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of his or her participation in the Plan that cannot be satisfied by the means previously described. described, including through withholding from the Participant's other cash compensation paid to the Participant by the Company or withholding from cash in the Participant's brokerage account designated by the Company. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, Shares if the Participant fails to comply with his or her the Participant's obligations in connection with the Tax-Related Items. View More
Withholding Taxes. Regardless of any action the Company or the and/or Participant's employer employer(s) (the "Employer") takes take with respect to any foreign, federal, state, or all local income tax, social security (or insurance (including if permissible under local law, any statutory employer's contribution to social insurance), national insurance contributions, payroll tax, fringe benefits tax, payment on account account, or other tax-related items related withholding with respect to the this Agreement, as a... result of Participant's participation in the Plan and this Agreement and legally applicable to and/or any aspect of the Participant RSUs ("Tax-Related Items"), the Participant agrees and acknowledges that the ultimate liability for all Tax-Related Items legally due by is the responsibility of Participant is and remains his or her responsibility and may exceed the amount actually withheld by the Company or the Employer. Furthermore, the Participant acknowledges that the Company and/or the Employer (i) make no Employer:•are not making any representations or undertakings and are not committing to take any actions regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, Items, including, but not limited to, the grant, vesting or settlement grant of the Restricted Stock Units, RSUs, the vesting of the RSUs, the delivery of Shares upon vesting of the RSUs, the subsequent sale of Shares acquired under upon vesting of the Plan RSUs, and the receipt of any dividends and/or any Dividend Equivalent Rights, and (ii) do dividends; and•do not commit to and are under no obligation to structure the terms of the grant of the Restricted Stock Units or any aspect of the Participant's participation in the Plan RSUs to reduce or eliminate his or her your liability for Tax-Related Items.Before any Tax-Related Items become due, Participant will pay or achieve make adequate arrangements satisfactory to the Company and/or the Employer to satisfy those Tax-Related Items. If permissible under local law, Participant authorizes the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable by or due with respect to and/or on behalf of Participant by one or a combination of the following: (a) withholding from the Shares to be issued, the number of Shares having a fair market value (determined on the date that the amount of tax to be withheld is determined) equal to the amount required to be withheld for Tax-Related Items, or (b) arranging to have sold on Participant's behalf through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) a sufficient number of Shares that is equal to the amount required to be withheld for Tax-Related Items. The Company shall arrange to sell or withhold a whole number of shares to satisfy the minimum tax withholding obligation, and to the extent that any particular tax result. obligation balance remains, such amount shall be withheld from your following payroll cycle. If the obligation for Tax-Related Items is satisfied by withholding a number of Shares as described herein, Participant will be deemed to have been issued the full number of Shares to which Participant is or becomes subject entitled pursuant to the vesting of the RSUs even though a portion of those Shares will be withheld for the purpose of satisfying the Tax-Related Items in more than one jurisdiction, Items.Further, if Participant has relocated to a different jurisdiction between the date of grant and the date of any 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. Prior to any relevant taxable event, or tax withholding event, as applicable, the Participant agrees to pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding obligations of the Company and/or the Employer. In this regard, the Participant authorizes the Company and/or the Employer, or his or her respective agents, at the Company's discretion, to satisfy any applicable withholding obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Participant's wages or other cash compensation paid by the Company and/or the Employer; (ii) withholding from proceeds of the sale of the Shares acquired upon settlement of the Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant's behalf pursuant to this authorization); and/or (iii) withholding in whole Shares to be issued upon settlement of the Restricted Stock Units, provided that the Company only withholds the amount of whole Shares necessary to satisfy the statutory withholding requirements, not to exceed the maximum withholding tax rate in the Participant's 5 applicable jurisdiction. If the Company satisfies the withholding obligation for the Tax-Related Item by withholding a number of Shares as described herein, the jurisdiction.Finally, Participant will be deemed to have been issued the full number of Shares due to Participant at vesting, notwithstanding that a number of Shares is held back solely for purpose of paying the Tax-Related Items. Finally, the Participant further agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of his or her Participant's participation in the Plan or any aspect of the RSUs that cannot be satisfied by any of the means previously described. described in the preceding paragraph. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, to Participant if the Participant fails to comply with his or her meet his/her obligations in connection with for the Tax-Related Items. Items, as described herein.3. No Stockholder Rights. Unless and until such time as Shares are issued in settlement of vested RSUs, Participant shall have no ownership of the Shares allocated to the RSUs and shall have no right to dividends or to vote from such Shares.4. Dividend Equivalents. If dividends are declared and paid on Shares, dividend equivalent payments, if any (whether in cash or Shares), shall be credited to Participant at such time as Shares as issued in settlement of vested RSUs. Such dividend equivalent payments shall have the same vesting requirements as the underlying RSUs.5. No Transfer. The RSUs and any interest therein shall not be sold, assigned, transferred, pledged, hypothecated, or otherwise disposed of. View More
Withholding Taxes. Regardless Participant acknowledges that, regardless of any action taken by the Company or the or, if different, Participant's employer (the "Employer") takes with respect to any or the ultimate liability for all income tax, social security (or social insurance), insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant's participation in the Plan and this Agreement and legally applicable to the Participant ("Tax-Related Items"), the Pa...rticipant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains his or her Participant's responsibility and may exceed the amount actually withheld by the Company or the Employer. Furthermore, the Participant further acknowledges that the Company and/or the Employer (i) (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, RSUs, including, but not limited to, the grant, vesting or settlement of the Restricted Stock Units, RSUs and the subsequent sale of Shares acquired under the Plan pursuant to such settlement and the receipt of any dividends and/or any Dividend Equivalent Rights, dividends; and (ii) (2) do not commit to and are under no obligation to structure the terms of the grant of the Restricted Stock Units or any aspect of the Participant's participation in the Plan RSUs to reduce or eliminate his or her Participant's liability for Tax-Related Items or achieve any particular tax result. If the Further, if Participant is or becomes subject to Tax-Related Items in more than one jurisdiction, jurisdiction between the date of grant and the date of any relevant taxable or tax withholding event, as applicable, 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. Prior to any relevant taxable event, or tax withholding event, as applicable, the Participant agrees to pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding obligations of the Company and/or the Employer. Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or his or her their respective agents, at the Company's their discretion, to satisfy any applicable withholding the obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Participant's wages or other cash compensation paid to Participant by the Company and/or the Employer; or (ii) withholding from proceeds of the sale of the Shares acquired upon settlement of the Restricted Stock Units RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant's behalf pursuant to this authorization); and/or or (iii) withholding in whole Shares to be issued upon settlement of the Restricted Stock Units, RSUs, provided that the Company only withholds the amount of whole Shares necessary to satisfy the minimum statutory withholding requirements, not amounts; (iv) Participant's payment of a cash amount (including by check representing readily available funds or a wire transfer); or (v) any other arrangement approved by the Committee; all under such rules as may be established by the Committee and in compliance with the Company's Insider Trading Policy, if applicable; provided however, that if Participant is a Section 16 officer of the Company under the Exchange Act, then the Committee (as constituted in accordance with Rule 16b-3 under the Exchange Act) shall establish the method of withholding from alternatives (i)-(v) above, and the Committee shall establish the method prior to exceed the Tax-Related Items withholding event. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum withholding tax rate applicable rates, in which case Participant will receive a refund of any over-withheld amount in cash and will have no entitlement to the Participant's 5 applicable jurisdiction. Common Stock equivalent. If the Company satisfies the withholding obligation for the Tax-Related Item Items is satisfied by withholding a number of Shares as described herein, the in Shares, for tax purposes, Participant will be is deemed to have been issued the full number of Shares due subject to Participant at vesting, the vested RSUs, notwithstanding that a number of the 2 Shares is are held back solely for the purpose of paying the Tax-Related Items. The Fair Market Value of these Shares, determined as of the effective date when taxes otherwise would have been withheld in cash, will be applied as a credit against the Tax-Related Items withholding. Finally, the Participant further agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of his or her Participant's participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if the Participant fails to comply with his or her Participant's obligations in connection with the Tax-Related Items. View More
Withholding Taxes. Whenever cash is to be paid pursuant to an Award, the Company shall have the right to deduct therefrom an amount sufficient to satisfy any federal, state and local withholding tax requirements related thereto. Whenever shares of Company Stock are to be delivered pursuant to an Award, the Company shall have the right to require the Participant to remit to the Company in cash an amount sufficient to satisfy any federal, state and local withholding tax requirements related thereto. With the approva...l of the Committee, a Participant may satisfy the foregoing requirement by electing to have the Company withhold from delivery shares of Company Stock having a value equal to the minimum amount of tax required to be withheld. Such shares shall be valued at their Fair Market Value on the date of which the amount of tax to be withheld is determined. Fractional share amounts shall be settled in cash. Such a withholding election may be made with respect to all or any portion of the shares to be delivered pursuant to an Award.View More
Withholding Taxes. (a) Whenever cash is to be paid pursuant to an Award, the Company shall have the right to deduct therefrom an amount sufficient to satisfy any federal, state and local withholding tax requirements related thereto. thereto, up to the maximum statutory rates. (b) Whenever shares of Company Stock are to be delivered pursuant to an Award, the Company shall have the right to require the Participant to remit to the Company in cash an amount sufficient to satisfy any federal, state and local withholdin...g tax requirements related thereto. thereto, up to the maximum statutory rates. With the approval of the Committee, Committee and subject to applicable law, a Participant may satisfy the foregoing requirement by electing to have the Company withhold from delivery shares of Company Stock having a value equal to the minimum amount of tax required to be withheld. withheld or such other amount that will not cause adverse accounting consequences for the Company and is permitted under applicable withholding rules promulgated by the Internal Revenue Service or another applicable governmental entity. Such shares shall be valued at their Fair Market Value on the date of which the amount of tax to be withheld is determined. Fractional share amounts shall be settled in cash. Such a withholding election may be made with respect to all or any portion of the shares to be delivered pursuant to an Award. View More
Withholding Taxes. Whenever (a)Whenever cash is to be paid pursuant to an Award, the Company shall have the right to deduct therefrom an amount sufficient to satisfy any federal, state and local withholding tax requirements related thereto. Whenever (b)Whenever shares of Company Stock are to be delivered pursuant to an Award, the Company shall have the right to require the Participant to remit to the Company in cash an amount sufficient to satisfy any federal, state and local (including jurisdictions outside the U...nited States) withholding tax requirements related thereto. With the approval of the Committee, Administrator a Participant may satisfy the foregoing requirement by electing to have the Company withhold from delivery shares of Company Stock having a value equal to the minimum amount of tax required to be withheld. Such shares shall be valued at their Fair Market Value on the date of which the amount of tax to be withheld is determined. Fractional share amounts shall be settled in cash. Such a withholding election may be made with respect to all or any portion of the shares to be delivered pursuant to an Award. 14 13. Non-Competition and Confidentiality. The Administrator may specify in an Award Agreement that the Participant's rights, payments and benefits with respect to an Award shall be conditioned upon the Participant making a representation regarding compliance with non-competition, confidentiality or other restrictive covenants that may apply to the Participant and providing that the Participant's rights, payments and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture or recoupment on account of a breach of such representations. View More
Withholding Taxes. (a) Whenever cash is to be paid pursuant to an Award, the Company shall have the right to deduct therefrom an amount sufficient to satisfy any federal, state and local withholding tax requirements related thereto. (b) Whenever shares of Company Stock are to be delivered pursuant to an Award, the Company shall have the right to require the Participant to remit to the Company in cash an amount sufficient to satisfy any federal, state and local (including jurisdictions outside the United States) wi...thholding tax requirements related thereto. With the approval of the Committee, Administrator a Participant may satisfy the foregoing requirement by electing to have the Company withhold from delivery shares of Company Stock having a value equal to the minimum amount of tax required to be withheld. Such shares shall be valued at their Fair Market Value on the date of which the amount of tax to be withheld is determined. Fractional share amounts shall be settled in cash. Such a withholding election may be made with respect to all or any portion of the shares to be delivered pursuant to an Award. View More
Withholding Taxes. Notwithstanding anything else herein to the contrary, the Company may withhold (or cause there to be withheld, as the case may be) from any amounts otherwise due or payable under or pursuant to this Agreement such federal, state and local income, employment, or other taxes as may be required to be withheld pursuant to any applicable law or regulation. Except for such withholding rights, the Executive is solely responsible for any and all tax liability that may arise with respect to the compensat...ion provided under or pursuant to this Agreement. 11 8. Successors and Assigns. (a) This Agreement is personal to the Executive and without the prior written consent of the Company shall not be assignable by the Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive's legal representatives. (b) This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. Without limiting the generality of the preceding sentence, the Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, "Company" shall mean the Company as hereinbefore defined and any successor or assignee, as applicable, which assumes and agrees to perform this Agreement by operation of law or otherwise.View More
Withholding Taxes. Notwithstanding anything else herein to the contrary, the Company may withhold (or cause there to be withheld, as the case may be) from any amounts otherwise due or payable under or pursuant to this Agreement such federal, state and local income, employment, or other taxes as may be required to be withheld pursuant to any applicable law or regulation. Except for such withholding rights, the Executive is solely responsible for any and all tax liability that may arise with respect to the compensat...ion provided under or pursuant to this Agreement. 11 7 8. Successors and Assigns. (a) This Agreement is personal to the Executive you and without the prior written consent of the Company shall not be assignable by the Executive you otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive's your legal representatives. (b) This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. Without limiting the generality of the preceding sentence, the Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, "Company" shall mean the Company as hereinbefore defined and any successor or assignee, as applicable, which assumes and agrees to perform this Agreement by operation of law or otherwise.View More
Withholding Taxes. Notwithstanding anything else herein to the contrary, the Company may withhold (or cause there to be withheld, as the case may be) from any amounts otherwise due or payable under or pursuant to this Agreement such federal, state and local income, employment, or other taxes as may be required to be withheld pursuant to any applicable law or regulation. Except for such withholding rights, the Executive is solely responsible for any and all tax liability that may arise with respect to the compensat...ion provided under or pursuant to this Agreement. 11 8. Successors regulation.8.Successors and Assigns. (a) This Agreement is personal to the Executive and without the prior written consent of the Company shall not be assignable by the Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive's legal representatives. (b) This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. Without limiting the generality of the preceding sentence, the Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, "Company" shall mean the Company as hereinbefore defined and any successor or assignee, as applicable, which assumes and agrees to perform this Agreement by operation of law or otherwise. otherwise.9.Number and Gender; Examples. Where the context requires, the singular shall include the plural, the plural shall include the singular, and any gender shall include all other genders. Where specific language is used to clarify by example a general statement contained herein, such specific language shall not be deemed to modify, limit or restrict in any manner the construction of the general statement to which it relates. View More
Withholding Taxes. Notwithstanding anything else herein to the contrary, the Company may withhold (or cause there to be withheld, as the case may be) from any amounts otherwise due or payable under or pursuant to this Agreement such federal, state and local income, employment, or other taxes as may be required to be withheld pursuant to any applicable law or regulation. Except for such withholding rights, the Executive is solely responsible for any and all tax liability that may arise with respect to the compensat...ion provided under or pursuant to this Agreement. 11 14 8. Successors and Assigns. (a) This Agreement is personal to the Executive and without the prior written consent of the Company shall not be assignable by the Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive's legal representatives. (b) This Agreement shall inure to the benefit of and be binding upon the Company and Company, its successors and assigns. Without limiting the generality of the preceding sentence, and, other than as set forth below, shall not be assignable by the Company will require without the prior written consent of Executive. The obligations under this Agreement shall be assignable by the Company to, and only to, any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company; provided, that the Company shall require such successor to expressly assume expressly and agree to perform its obligations under this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession assignment had taken place. place; if such successor fails to assume and agree to perform this Agreement in such manner and to such extent, such failure shall be grounds for Executive to terminate his employment hereunder for Good Reason. As used in this Agreement, "Company" shall mean the Company as hereinbefore defined and any successor or assignee, as applicable, thereto which assumes and agrees to perform this Agreement by operation of law or otherwise. View More
