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. Where all applicable withholding tax obligations have not previously been satisfied, PNC will, at the time any such obligation arises in connection herewith, retain an amount sufficient to satisfy the minimum amount of taxes then required to be withheld by the Corporation in connection therewith from amounts then payable hereunder to Grantee or, if none, from other compensation then payable to Grantee, or as otherwise determined by PNC. Unless the Compensation Committee or other PNC Designated P...erson (as defined in Section 12) determines otherwise, where amounts are then payable hereunder to Grantee in the form of shares of PNC common stock, the Corporation will retain whole shares from any such amounts until such withholdings in the aggregate are sufficient to satisfy such minimum required withholding obligation. In the event that amounts then payable to Grantee include a fractional interest, withholding may be made in the form of shares with respect to such fractional interest. In the event that amounts are not then payable hereunder to Grantee in the form of shares or that such withholdings are otherwise not sufficient to meet the minimum amount of taxes then required to be withheld, withholding will be made from any amounts then payable hereunder to Grantee that are settled in cash until such withholdings in the aggregate are sufficient to satisfy such minimum required withholding obligation. If any withholding is required prior to the time amounts are payable to Grantee hereunder or if such amounts are not sufficient to satisfy such obligation in full, the withholding will be taken from other compensation then payable to Grantee or as otherwise determined by PNC. For purposes of this Section 10, shares of PNC common stock retained to satisfy applicable withholding tax requirements will be valued at their Fair Market Value (as defined in Section 12) on the date the tax withholding obligation arises. If Grantee desires to have an additional amount withheld above the required minimum, up to Grantee's W-4 obligation if higher, and if PNC so permits, Grantee may elect to satisfy this additional withholding by payment of cash. The Corporation will not retain Shares for this purpose. If Grantee's W-4 obligation does not exceed the required minimum withholding in connection herewith, no additional withholding may be made.View More
Withholding Taxes. Where all applicable withholding tax obligations have not previously been satisfied, PNC will, at the time any such obligation arises in connection herewith, retain an amount sufficient to satisfy the minimum amount of taxes then required to be withheld -21- by the Corporation in connection therewith from amounts then payable hereunder to Grantee or, if none, from other compensation then payable to Grantee, or as otherwise determined by PNC. Unless the Compensation Committee or other PNC Designa...ted Person (as defined in Section 12) determines otherwise, where the Corporation will retain whole shares of PNC common stock from any amounts are then payable hereunder to Grantee hereunder, or pursuant to any other outstanding Restricted Share Units previously awarded to Grantee under the Plan ("Prior Awards"), in the form of shares of PNC common stock, the Corporation and will retain whole shares withhold cash from any such amounts until such withholdings in the aggregate are sufficient to satisfy such minimum required withholding obligation. In the event that amounts then payable to Grantee include a fractional interest, withholding may be made in the form of shares with respect to such fractional interest. In the event that amounts are not then payable hereunder to Grantee in the form of shares or that such withholdings are otherwise not sufficient to meet the minimum amount of taxes then required to be withheld, withholding will be made from any amounts then payable hereunder to Grantee that are settled in cash until such withholdings in the aggregate are sufficient to satisfy such minimum required withholding obligation. cash. If any such withholding is required prior to the time amounts are payable to Grantee hereunder or if such amounts are not sufficient to satisfy such obligation in full, the withholding will be taken from other compensation then payable to Grantee or as otherwise determined by PNC. For purposes of this Section 10, 13, shares of PNC common stock retained to satisfy applicable withholding tax requirements will be valued at their Fair Market Value (as defined in Section 12) 15) on the date the tax withholding obligation arises. If Grantee desires to have an additional amount withheld above the required minimum, up to Grantee's W-4 obligation if higher, and if PNC so permits, Grantee may elect to satisfy this additional withholding by payment of cash. The Corporation will not retain Shares for this purpose. If Grantee's W-4 obligation does not exceed the required minimum withholding in connection herewith, no additional withholding may be made. View More
Withholding Taxes. The Recipient acknowledges and agrees that the Recipient (and not the Company) is solely responsible for any and all taxes that may be assessed by any taxing authority in the United States or any other jurisdiction, arising in any way out of this Agreement, the Performance-Based Restricted Stock Units, any vested units, or Common Stock issued or issuable upon settlement of the vested units and the Company is not liable for any such assessments. Prior to the settlement of the Recipient's vested u...nits, the Recipient shall pay or make adequate arrangements satisfactory to the Company to satisfy all withholding obligations of the Company in connection with such settlement. In this regard, these arrangements may include, to the extent permissible under applicable law and elected by the Recipient, (a) the Company withholding shares of Common Stock that otherwise would be issued to the Recipient when the Recipient's vested units are settled, provided that the Company only withholds the number of shares of Common Stock necessary to satisfy the minimum statutory withholding amount, and provided, further, that the Fair Market Value of these shares of Common Stock, determined as of the effective date when taxes otherwise would have been withheld in cash, will be applied as a credit against the withholding taxes, (b) having the Company withhold all applicable withholding taxes legally payable by the Recipient from the proceeds of the sale of shares of Common Stock, through a voluntary sale elected by the Recipient, provided that the Recipient timely adopts, or has previously timely adopted, the Rule 10b5-1 Sales Plan in substantially the form attached hereto as Appendix A, (c) having the Company withhold all applicable withholding taxes legally payable by the Recipient from the Recipient's wages or other cash compensation paid to the Recipient by the Company (on the Recipient's behalf pursuant to this authorization and subject to Section 409A of the Internal Revenue Code of 1986, as amended (the "Code")), (d) the Recipient electing to deliver to the Company at the time that the Company is obligated to withhold taxes in connection with such receipt or settlement, as the case may be, such amount as the Company requires to meet its withholding obligations under applicable tax laws and regulations, or (e) any other arrangement approved by the Committee. The Fair Market Value of any fractional shares of Common Stock resulting from the withholding or sale, as applicable, of shares of Common Stock pursuant to this Section 6 will be paid to the Recipient in cash. The Company may refuse to deliver shares of Common Stock upon settlement of vested units if the Recipient fails to comply with the Recipient's obligations in connection with the tax withholding as described in this section.View More
Withholding Taxes. The Recipient acknowledges and agrees that the Recipient (and not the Company) is solely shall be responsible for the Recipient's federal, state, local or foreign tax liability and any and all taxes of the other tax consequences that may be assessed arise as a result of the transactions contemplated by any taxing authority in this Agreement. To the United States extent that the receipt or any other jurisdiction, arising in any way out of this Agreement, the Performance-Based Restricted Stock Uni...ts, any vested units, or Common Stock issued or issuable upon settlement of the vested units and the Company is not liable for any such assessments. Prior to the settlement of the Recipient's vested units, the Recipient shall pay or make adequate arrangements satisfactory to the Company to satisfy all withholding obligations of the Company RSUs results in connection with such settlement. In this regard, these arrangements may include, to the extent permissible under applicable law and elected by the Recipient, (a) the Company withholding shares of Common Stock that otherwise would be issued income to the Recipient when the Recipient's vested units are settled, for federal, state, or local income tax purposes, except as provided that the Company only withholds the number of shares of Common Stock necessary to satisfy the minimum statutory withholding amount, and provided, further, that the Fair Market Value of these shares of Common Stock, determined as of the effective date when taxes otherwise would have been withheld in cash, will be applied as a credit against the withholding taxes, (b) having the Company withhold all applicable withholding taxes legally payable by the Recipient from the proceeds of the sale of shares of Common Stock, through a voluntary sale elected by the Recipient, provided that the Recipient timely adopts, or has previously timely adopted, the Rule 10b5-1 Sales Plan in substantially the form attached hereto as Appendix A, (c) having the Company withhold all applicable withholding taxes legally payable by the Recipient from the Recipient's wages or other cash compensation paid to the Recipient by the Company (on the Recipient's behalf pursuant to this authorization and subject to Section 409A of the Internal Revenue Code of 1986, as amended (the "Code")), (d) the Recipient electing to deliver to the Company at the time that below, if the Company is obligated by law to withhold taxes in connection with such receipt receipt, vesting, or settlement, as the case may be, the Recipient shall deliver to the Company such amount as the Company requires to meet its withholding obligations obligation under applicable tax laws or regulations. If the Recipient fails to do so, the Company has the right and regulations, authority to deduct or (e) withhold from other compensation payable to the Recipient an amount sufficient to satisfy its withholding obligations. The Recipient may satisfy any other arrangement approved withholding requirement in connection with the settlement of the RSUs, in whole or in part, by electing to have the Committee. Company withhold for its own account that number of shares of Common Stock otherwise deliverable to the Recipient upon settlement having an aggregate Fair Market Value on the date the tax is to be determined equal to the minimum statutory total tax that the Company must withhold in connection with the settlement of such RSUs. The Recipient's election must be irrevocable, in writing, and submitted to the Secretary of the Company before the applicable Vest Date. The Fair Market Value of any fractional shares share of Common Stock resulting from not used to satisfy the withholding or sale, as applicable, of shares of Common Stock pursuant to this Section 6 obligation (as determined on the date the tax is determined) will be paid to the Recipient in cash. The Company may refuse Company's obligation to deliver shares of Common Stock upon settlement of vested units if Vested Units to the Recipient fails is subject to comply with the Recipient's obligations in connection with satisfaction of the tax withholding as described in this section. foregoing requirements, if and when applicable. View More
Withholding Taxes. The Recipient acknowledges and agrees that the Recipient (and not the Company) is solely shall be responsible for the Recipient's federal, state, local or foreign tax liability and any and all taxes of the other tax consequences that may be assessed arise as a result of the transactions contemplated by any taxing authority in this Agreement. To the United States extent that the receipt or any other jurisdiction, arising in any way out of this Agreement, the Performance-Based Restricted Stock Uni...ts, any vested units, or Common Stock issued or issuable upon settlement of the vested units and the Company is not liable for any such assessments. Prior Restricted Stock Units results in income to the settlement of the Recipient's vested units, Recipient for federal, state, or local income tax purposes, except as provided below, the Recipient shall pay or make adequate arrangements satisfactory to the Company to satisfy all withholding obligations of the Company in connection with such settlement. In this regard, these arrangements may include, to the extent permissible under applicable law and elected by the Recipient, (a) the Company withholding shares of Common Stock that otherwise would be issued to the Recipient when the Recipient's vested units are settled, provided that the Company only withholds the number of shares of Common Stock necessary to satisfy the minimum statutory withholding amount, and provided, further, that the Fair Market Value of these shares of Common Stock, determined as of the effective date when taxes otherwise would have been withheld in cash, will be applied as a credit against the withholding taxes, (b) having the Company withhold all applicable withholding taxes legally payable by the Recipient from the proceeds of the sale of shares of Common Stock, through a voluntary sale elected by the Recipient, provided that the Recipient timely adopts, or has previously timely adopted, the Rule 10b5-1 Sales Plan in substantially the form attached hereto as Appendix A, (c) having the Company withhold all applicable withholding taxes legally payable by the Recipient from the Recipient's wages or other cash compensation paid to the Recipient by the Company (on the Recipient's behalf pursuant to this authorization and subject to Section 409A of the Internal Revenue Code of 1986, as amended (the "Code")), (d) the Recipient electing to deliver to the Company at the time that the Company is obligated to withhold taxes in connection with such receipt receipt, vesting, or settlement, as the case may be, such amount as the Company requires to meet its withholding obligations obligation under applicable tax laws or regulations. If the Recipient fails to do so, the Company has the right and regulations, authority to deduct or (e) any withhold from other arrangement approved compensation payable to the Recipient an amount sufficient to satisfy its withholding obligations. The Recipient may satisfy the withholding requirement in connection with the settlement of the Restricted Stock Units, in whole or in part, by electing to have the Committee. Company withhold for its own account that number of shares of Common Stock otherwise deliverable to the Recipient upon settlement having an aggregate Fair Market Value on the date the tax is to be determined equal to the minimum statutory total tax that the Company must withhold in connection with the settlement of such Restricted Stock Units. The Recipient's election must be irrevocable, in writing, and submitted to the Secretary of the Company before the applicable Vest Date. The Fair Market Value of any fractional shares share of Common Stock resulting from not used to satisfy the withholding or sale, as applicable, of shares of Common Stock pursuant to this Section 6 obligation (as determined on the date the tax is determined) will be paid to the Recipient in cash. The Company may refuse Company's obligation to deliver shares of Common Stock upon settlement of vested units if Vested Units to the Recipient fails is subject to comply with the Recipient's obligations in connection with satisfaction of the tax withholding as described in this section. foregoing requirements. View More
Withholding Taxes. As provided in the Plan, the Company may withhold from sums due or to become due to Optionee from the Company an amount necessary to satisfy its obligation to withhold taxes incurred by reason of the disposition of the Shares acquired by exercise of the Options in a disqualifying disposition (within the meaning of Section 421(b) of the Code), or may require you to reimburse the Company in such amount. LAPOLLA INDUSTRIES, INC. /s/ Michael T. Adams, Secretary Corporate Secretary OPTIONEE /s/ Harve...y L. Schnitzer Harvey L. Schnitzer EX-10.67 7 exhibit_10-67.htm OPTION AGREEMENT DATED APRIL 28, 2014, BETWEEN HARVEY L. SCHNITZER AND THE COMPANY. Exhibit 10.67 OPTION AGREEMENT THE BOARD OF DIRECTORS of Lapolla Industries, Inc. (the "Company") authorized and approved the Equity Incentive Plan ("Plan"). The Plan provides for the grant of Options to employees of the Company. Unless otherwise provided herein all defined terms shall have the respective meanings ascribed to them under the Plan.View More
Withholding Taxes. As provided in the Plan, the Company may withhold from sums due or to become due to Optionee from the Company an amount necessary to satisfy its obligation to withhold taxes incurred by reason of the disposition of the Shares acquired by exercise of the Options in a disqualifying disposition (within the meaning of Section 421(b) of the Code), or may require you to reimburse the Company in such amount. LAPOLLA INDUSTRIES, INC. /s/ Michael T. Adams, Adams Secretary Corporate Secretary OPTIONEE /s/... Harvey L. Schnitzer Harvey L. Schnitzer EX-10.67 7 exhibit_10-67.htm EX-10.72 2 exhibit_10-72.htm OPTION AGREEMENT DATED APRIL 28, FEBRUARY 7, 2014, BETWEEN HARVEY L. SCHNITZER AND THE COMPANY. Exhibit 10.67 10.72 OPTION AGREEMENT THE BOARD OF DIRECTORS of Lapolla Industries, Inc. (the "Company") authorized and approved the Equity Incentive Plan ("Plan"). The Plan provides for the grant of Options to employees of the Company. Unless otherwise provided herein all defined terms shall have the respective meanings ascribed to them under the Plan. View More
Withholding Taxes. The Employee may satisfy any federal, state, local or other applicable taxes arising from the grant of the Award, the lapse of Restrictions or the delivery of Shares pursuant to this Agreement by: (a) tendering a cash payment; (b) having the Company withhold Shares from the Shares to be delivered to satisfy the minimum applicable withholding tax; (c) tendering Shares received in connection with the Units back to the Company; or (d) delivering other previously acquired Shares having a Fair Market... Value approximately equal to the amount to be withheld. The Company shall have the right and is hereby authorized to withhold from the Shares deliverable to the Employee pursuant to this Agreement or (to the extent permitted by applicable law, including without limitation Code Section 409A) from any other compensation or other amount owing to the Employee, such amount as may be necessary in the opinion of the Company to satisfy all such taxes, requirements and withholding obligations. If the Company withholds for tax purposes from the Shares otherwise to be delivered to the Employee, the Employee is deemed to have been issued the full number of Shares underlying the Units, subject to the Restrictions set forth in this Agreement.View More
Withholding Taxes. The To the extent permitted under applicable law and by the Company, the Employee may satisfy any federal, state, local or other applicable taxes arising from the grant of the Award, the lapse vesting of Restrictions Units or the delivery of Shares pursuant to this Agreement by: (a) tendering a cash payment; (b) having the Company withhold Shares from the Shares to be delivered to satisfy the minimum applicable withholding tax; (c) tendering Shares received in connection with the Units Award bac...k to the Company; or (d) delivering other previously acquired Shares having a Fair Market Value approximately equal to the amount to be withheld. The Company shall have the right and is hereby authorized to withhold from the Shares deliverable to the Employee pursuant to this Agreement or (to the extent permitted by applicable law, including without limitation Code Section 409A) from any other compensation or other amount owing to the Employee, such amount as may be necessary in the opinion of the Company to satisfy all such taxes, requirements and withholding obligations. If the Company withholds for tax purposes from the Shares otherwise to be delivered to the Employee, the Employee is deemed to have been issued the full number of Shares underlying the Units, Award, subject to the Restrictions vesting requirements set forth in this Agreement. 8 9. No Right to Continued Employment. This Agreement and the Employee's participation in the Program do not and shall not be interpreted to: (a) form an employment contract or relationship with the Company or its Subsidiaries; (b) confer upon the Employee any right to continue in the employ of the Company or any of its Subsidiaries; or (c) interfere with the ability of the Company or its Subsidiaries to terminate the Employee's employment at any time. View More
Withholding Taxes. The Employee Director may satisfy any federal, state, local or other applicable taxes arising from the grant of the Award, the lapse of Restrictions or the delivery of Shares pursuant to this Agreement by: (a) tendering a cash payment; (b) having the Company withhold Shares from the Shares to be delivered to satisfy the minimum applicable withholding tax; (c) tendering Shares received in connection with the Units back to the Company; or (d) delivering other previously acquired Shares having a Fa...ir Market Value approximately equal to the amount to be withheld. The Company shall have the right and is hereby authorized to withhold from the Shares deliverable to the Employee Director pursuant to this Agreement or (to the extent permitted by applicable law, including without limitation Code Section 409A) from any other compensation or other amount owing to the Employee, Director, such amount as may be necessary in the opinion of the Company to satisfy all such taxes, requirements and withholding obligations. If the Company withholds for tax purposes from the Shares otherwise to be delivered to the Employee, Director, the Employee Director is deemed to have been issued the full number of Shares underlying the Units, subject to the Restrictions set forth in this Agreement. View More
Withholding Taxes. The Participant agrees that, (a) Obligation to Pay Withholding Taxes. Upon the payment of any Dividend Equivalents and the vesting of any portion of the Award of RSUs and the Retained Distributions relating thereto, the Participant will be required to pay to the Company any 7 applicable Federal, state, local or foreign withholding tax due as a result of such payment or vesting. The Company's obligation to deliver the Shares subject to the RSUs or to pay any Dividend Equivalents or Retained Distr...ibutions shall be subject to such payment. The Company and its Affiliates shall, to the extent permitted by law, have the right to deduct from the Dividend Equivalent, Shares issued in connection with the vesting or Retained Distribution, as applicable, or any payment of any kind otherwise due to the Participant the minimum statutory Federal, state, local or foreign withholding taxes due with respect to such vesting or payment. (b) Payment of Taxes with Stock. Subject to the Committee's right to require the Participant to pay the minimum statutory withholding tax in cash, the Participant shall have the right to elect to pay the minimum statutory withholding tax associated with a vesting with Shares to be received upon vesting. Unless the Company shall permit another valuation method to be elected by the Participant, Shares used to pay any required withholding taxes shall be valued at the closing price of a Share on the New York Stock Exchange on the date the withholding tax becomes due (hereinafter called the "Tax Date"). Notwithstanding anything herein to the contrary, if a Participant does not elect to pay the withholding tax in cash within the time period established by the Company, then the Participant shall be deemed to have elected to pay such withholding taxes with Shares to be received upon vesting. Elections must be made in conformity with conditions established by the Committee from time to time. (c) Conditions to Payment of Taxes with Stock. Any election to pay the minimum statutory withholding taxes with cash must be made prior to the Tax Date in accordance with the Company's customary practices and will be irrevocable once made.View More
Withholding Taxes. The Participant agrees that, (a) Obligation to Pay Withholding Taxes. Upon the payment of any Dividend Equivalents and the vesting of any portion of the Award of RSUs and the Retained Distributions relating thereto, the Participant will be required to pay to the Company any 7 applicable Federal, state, local or foreign withholding tax due as a result of such payment or vesting. The Company's obligation to deliver the Shares subject to the RSUs or to pay any Dividend Equivalents or Retained Distr...ibutions shall be subject to such payment. The Company and its Affiliates shall, to the extent permitted by law, have the right to deduct from the Dividend Equivalent, Shares issued in connection with the vesting or Retained Distribution, as applicable, or any payment of any kind otherwise due to the Participant the minimum statutory Federal, state, local or foreign withholding taxes due with respect to such vesting or payment. (b) Payment of Taxes with Stock. Subject to the Committee's right to require the Participant to pay the minimum statutory withholding tax in cash, the Participant shall have the right to elect to pay the minimum statutory withholding tax associated with a vesting with Shares to be received upon vesting. Unless the Company shall permit another valuation method to be elected by the Participant, Shares used to pay any required withholding taxes shall be valued at the closing price of a Share on the New York Stock Exchange on the date the withholding tax becomes due (hereinafter called the "Tax Date"). Notwithstanding anything herein to the contrary, if a Participant does not elect to pay the withholding tax in cash within the time period established by the Company, then the Participant shall be deemed to have elected to pay such withholding taxes with Shares to be received upon vesting. Elections must be made in conformity with conditions established by the Committee from time to time. (c) Conditions to Payment of Taxes with Stock. Any election to pay the minimum statutory withholding taxes with cash must be made prior to the Tax Date in accordance with the Company's customary practices and will be irrevocable once made. 7 8. Changes in Capitalization and Government and Other Regulations. The Award shall be subject to all of the terms and provisions as provided in this Agreement and in the Plan, which are incorporated by reference herein and made a part hereof, including, without limitation, the provisions of Section 12 of the Plan (generally relating to adjustments to the number of Shares subject to the Award, upon certain changes in capitalization and certain reorganizations and other transactions). View More
Withholding Taxes. The Participant agrees that, (a) Obligation to Pay Withholding Taxes. Upon the payment of any Dividend Equivalents and the vesting of any portion of the Award of RSUs SPSUs and the Dividend Equivalents and Retained Distributions relating thereto, the Participant will be required to pay to the Company any 7 applicable Federal, state, local or foreign withholding tax due as a result of such payment or vesting. The Company's obligation to make payment or deliver Shares to settle the Shares subject ...to the RSUs vested SPSUs or to pay any Dividend Equivalents or Retained Distributions shall be subject to such payment. The Company and its Affiliates shall, to the extent permitted by law, have the right to deduct from the Dividend Equivalent, cash or Shares issued in connection with the vesting or Retained Distribution, as applicable, or any payment of any kind otherwise due to the Participant the minimum statutory any Federal, state, local or foreign withholding taxes due with respect to such vesting or payment. 7 (b) Payment of Taxes with Stock. Subject to the Committee's right to disapprove any such election and require the Participant to pay the minimum statutory required withholding tax in cash, the Participant shall have the right to elect to pay the minimum statutory required withholding tax associated with a vesting with any Shares to that may be received upon vesting. Unless the Company shall permit another valuation method to be elected by the Participant, Shares used to pay any required withholding taxes shall be valued at the closing price of a Share as reported on the New York Stock Exchange Composite Tape on the date the withholding tax becomes due (hereinafter called the "Tax Date"). Notwithstanding anything herein to the contrary, if a Participant does not elect who is required to pay the required withholding tax in cash fails to do so within the time period established by the Company, then the Participant shall be deemed to have elected to pay such withholding taxes with Shares to be received upon vesting. Elections must be made in conformity with conditions established by the Committee from time to time. (c) Conditions to Payment of Taxes with Stock. Any election to pay the minimum statutory withholding taxes with cash stock must be made on or prior to the Tax Date in accordance with the Company's customary practices and will be irrevocable once made. View More
Withholding Taxes. Participant must, no later than the date as of which the value of an Award first becomes includible in the wages and gross income of the Participant for federal income tax purposes, pay to the Company, or make arrangements satisfactory to the Administrator regarding payment of, any federal, state, or local taxes of any kind required by law to be withheld with respect to such Award. The obligations of the Company under the Plan are conditional on the making of such payments or arrangements, and t...he Company has, to the extent permitted by law, the right to deduct any such taxes from any payment of any kind otherwise due to Participant. The Company may, to the extent permitted by law, in lieu of the payment of cash by the Participant, satisfy its tax withholding obligation by withholding Stock due and payable to the Participant pursuant to an Award. STILLWATER MINING COMPANY By: Date: PARTICIPANT By: Date: Emp.Agt. – 2012 Equity Incentive Plan Time-Based Vesting EX-10.1 2 exh_101.htm EXHIBIT 10.1 Exhibit 10.1 STILLWATER MINING COMPANY RESTRICTED STOCK UNIT AGREEMENT Name of Participant: Number of RSUs: Grant Date: February 28, 2017 THIS RESTRICTED STOCK UNIT AGREEMENT (the "Award Agreement") is made by and between Stillwater Mining Company, a corporation organized and existing under the laws of the State of Delaware (the "Company"), and the employee named above (the "Participant"), as of the date designated above (the "Grant Date"). This Award Agreement provides notice of the terms and conditions applicable to a grant of Restricted Stock Units ("RSUs") made under the Company's 2012 Equity Incentive Plan (the "Plan"). By execution below, Participant agrees to be bound by the terms and conditions described herein and the provisions of the Plan. Unless otherwise defined below, capitalized terms have the meanings ascribed to them in the Plan.View More
Withholding Taxes. Participant must, no later than the date as of which the value of an Award first becomes includible in the wages and gross income of the Participant for federal income tax purposes, pay to the Company, or make arrangements satisfactory to the Administrator regarding payment of, any federal, state, or local taxes of any kind required by law to be withheld with respect to such Award. The obligations of the Company under the Plan are conditional on the making of such payments or arrangements, and t...he Company has, to the extent permitted by law, the right to deduct any such taxes from any payment of any kind otherwise due to Participant. The Company may, to the extent permitted by law, in lieu of the payment of cash by the Participant, satisfy its tax withholding obligation by withholding Stock due and payable to the Participant pursuant to an Award. STILLWATER MINING COMPANY By: Date: PARTICIPANT By: Date: Emp.Agt. – 2012 Equity Incentive PlanPerformance-Based Vesting Exhibit A Performance Criteria; Performance Period Emp.Agt. – 2012 Equity Incentive Plan Time-Based Performance-Based Vesting EX-10.1 2 exh_101.htm EX-10.3 4 exh_103.htm EXHIBIT 10.1 10.3 Exhibit 10.1 10.3 STILLWATER MINING COMPANY PERFORMANCE RESTRICTED STOCK UNIT AGREEMENT Name of Participant: Number of RSUs: Grant Date: February 28, 2017 THIS PERFORMANCE RESTRICTED STOCK UNIT AGREEMENT (the "Award Agreement") is made by and between Stillwater Mining Company, a corporation organized and existing under the laws of the State of Delaware (the "Company"), and the employee named above (the "Participant"), as of the date designated above (the "Grant Date"). This Award Agreement provides notice of the terms and conditions applicable to a grant of Restricted Stock Units ("RSUs") made under the Company's 2012 Equity Incentive Plan (the "Plan"). By execution below, Participant agrees to be bound by the terms and conditions described herein and the provisions of the Plan. Unless otherwise defined below, capitalized terms have the meanings ascribed to them in the Plan. View More
Withholding Taxes. (a) Generally. The Participant is liable and responsible for all taxes owed in connection with the Restricted Stock Units regardless of any action the Company takes with respect to any tax withholding obligations that arise in connection with the Restricted Stock Units. The Company does not make any representation or undertaking regarding the tax treatment or the treatment of any tax withholding in connection with the grant or vesting of the Restricted Stock Units or the subsequent sale of Share...s issuable pursuant to the Restricted Stock Units. The Company does not commit and is under no obligation to structure the Restricted Stock Units to reduce or eliminate the Participant's tax liability. (b) Payment of Withholding Taxes. Prior to any event in connection with the Restricted Stock Units (e.g., vesting or settlement) that the Company determines may result in any domestic or foreign tax withholding obligation, whether national, federal, state or local, including any employment tax obligation (the "Tax Withholding Obligation"), the Participant is required to arrange for the satisfaction of the minimum amount of such Tax Withholding Obligation in a manner acceptable to the Company. Unless the Participant elects to satisfy the Tax Withholding Obligation by an alternative means that is then permitted by the Company, the Participant's acceptance of this Agreement constitutes the Participant's instruction and authorization to the Company to withhold on the Participant's behalf the number of shares from those Shares issuable to the Participant at the time when the Restricted Stock Units become vested and payable as the Company determines to be sufficient to satisfy the Tax Withholding Obligation. In the case of any amounts withheld for taxes pursuant to this provision in the form of shares, the amount withheld shall not exceed the minimum required by applicable law and regulations.9. Governing Law/Venue for Dispute Resolution. This Agreement shall be governed by the laws of the State of Ohio, without regard to principles of conflicts of law, except to the extent superceded by the laws of the United States of America. The parties agree and acknowledge that the laws of the State of Ohio bear a substantial relationship to the parties and/or this Agreement and that the Restricted Stock Units and benefits granted herein would not be granted without the governance of this Agreement by the laws of the State of Ohio. In addition, all legal actions or proceedings relating to this Agreement shall be brought exclusively in state or federal courts located in Franklin County, Ohio and the parties executing this Agreement hereby consent to the personal jurisdiction of such courts. Any provision of this Agreement which is determined by a court of competent jurisdiction to be invalid or unenforceable should be construed or limited in a manner that is valid and enforceable and that comes closest to the business objectives intended by such provision, without invalidating or rendering unenforceable the remaining provisions of this Agreement.View More
Withholding Taxes. (a) Generally. The Participant is liable and responsible for all taxes owed in connection with the Restricted Stock Units Unit Award, regardless of any action the Company takes with respect to any tax withholding obligations that arise in connection with the Restricted Stock Units. Unit Award. The Company does not make any representation or undertaking regarding the tax treatment or the treatment of any tax withholding in connection with the grant or vesting of the Restricted Stock Units or the ...subsequent sale of Shares issuable pursuant to the Restricted Stock Units. Unit Award. The Company does not commit and is under no obligation to structure the Restricted Stock Units Unit Award or the vesting of the Restricted Stock Unit Award to reduce or eliminate the Participant's tax liability. (b) Payment of Withholding Taxes. Prior to any event in connection with the Restricted Stock Units Unit Award (e.g., vesting or settlement) vesting) that the Company determines may result in any domestic or foreign tax withholding obligation, whether national, federal, state or local, including any employment tax obligation (the "Tax Withholding Obligation"), the Participant is required to arrange for the satisfaction of the minimum amount of such Tax Withholding Obligation in a manner acceptable to the Company. Unless the Participant elects to satisfy the Tax Withholding Obligation by an alternative means that is then permitted by the Company, the Participant's acceptance of this Agreement constitutes the Participant's instruction and authorization to the Company to withhold on the Participant's behalf the number of shares Shares from those Shares issuable to the Participant at the time when the under this Restricted Stock Units become vested and payable Unit Award as the Company determines to be sufficient to satisfy the Tax Withholding Obligation. Obligation as and when any such Tax Withholding Obligation becomes due. In the case of any amounts withheld for taxes pursuant to this provision in the form of shares, Shares, the amount withheld shall not exceed the minimum required by applicable law and regulations.9. Governing Law/Venue for Dispute Resolution. This Agreement shall be governed by the laws of the State of Ohio, without regard to principles of conflicts of law, except to the extent superceded by the laws of the United States of America. The parties agree and acknowledge that the laws of the State of Ohio bear a substantial relationship to the parties and/or this Agreement and that the Restricted Stock Units and benefits granted herein would not be granted without the governance of this Agreement by the laws of the State of Ohio. In addition, all legal actions or proceedings relating to this Agreement shall be brought exclusively in state or federal courts located in Franklin County, Ohio and the parties executing this Agreement hereby consent to the personal jurisdiction of such courts. Any provision of this Agreement which is determined by a court of competent jurisdiction to be invalid or unenforceable should be construed or limited in a manner that is valid and enforceable and that comes closest to the business objectives intended by such provision, without invalidating or rendering unenforceable the remaining provisions of this Agreement. regulations. View More
Withholding Taxes. (a) Generally. The Participant Awardee is liable and responsible for all taxes owed in connection with the Restricted Stock Units regardless of any action the Company takes with respect to any tax withholding obligations that arise in connection with the Restricted Stock Units. The Company does not make any representation or undertaking regarding the tax treatment or the treatment of any tax withholding in connection with the grant or vesting of the Restricted Stock Units or the subsequent sale ...of Shares Stock issuable pursuant to the Restricted Stock Units. The Company does not commit and is under no obligation to structure the Restricted Stock Units to reduce or eliminate the Participant's Awardee's tax liability. (b) Payment of Withholding Taxes. Prior to any event in connection with the Restricted Stock Units (e.g., vesting or settlement) that the Company determines may result in any domestic or foreign tax withholding obligation, whether national, federal, state or local, including any employment tax obligation (the "Tax Withholding Obligation"), the Participant Awardee is required to arrange for the satisfaction of the minimum amount of such Tax Withholding Obligation in a manner acceptable to the Company. Unless the Participant Awardee elects to satisfy the Tax Withholding Obligation by an alternative means that is then permitted by the Company, the Participant's Awardee's acceptance of this Agreement constitutes the Participant's Awardee's instruction and authorization to the Company to withhold on the Participant's Awardee's behalf the number of shares from those Shares issuable to the Participant Awardee at the time when the Restricted Stock Units become vested and payable as the Company determines to be sufficient to satisfy the Tax Withholding Obligation. In the case of any amounts withheld for taxes pursuant to this provision in the form of shares, the amount withheld shall not exceed the minimum required by applicable law and regulations.9. Governing Law/Venue for Dispute Resolution. This Agreement shall be governed by the laws of the State of Ohio, without regard to principles of conflicts of law, except to the extent superceded by the laws of the United States of America. The parties agree and acknowledge that the laws of the State of Ohio bear a substantial relationship to the parties and/or this Agreement and that the Restricted Stock Units and benefits granted herein would not be granted without the governance of this Agreement by the laws of the State of Ohio. In addition, all legal actions or proceedings relating to this Agreement shall be brought exclusively in state or federal courts located in Franklin County, Ohio and the parties executing this Agreement hereby consent to the personal jurisdiction of such courts. Any provision of this Agreement which is determined by a court of competent jurisdiction to be invalid or unenforceable should be construed or limited in a manner that is valid and enforceable and that comes closest to the business objectives intended by such provision, without invalidating or rendering unenforceable the remaining provisions of this Agreement. View More
Withholding Taxes. The Optionee shall, not later than the date as of which the exercise of this Stock Option becomes a taxable event for federal income tax purposes, pay to the Company or make arrangements satisfactory to the Committee for payment of any federal, state and local taxes required by law to be withheld on account of such taxable event. Subject to approval by the Committee, the Optionee may elect to have the minimum tax withholding obligation satisfied, in whole or in part, by authorizing the Company t...o withhold from shares of Common Stock to be issued or transferring to the Company, a number of shares of Common Stock with an aggregate Fair Market Value that would satisfy the minimum withholding amount due. The Optionee acknowledges and agrees that the Company or any Subsidiary of the Company has the right to deduct from payments of any kind otherwise due to the Optionee, or from the Option Shares to be issued in respect of an exercise of this Stock Option, any federal, state or local taxes of any kind required by law to be withheld with respect to the issuance of Option Shares to the Optionee.View More
Withholding Taxes. The Optionee shall, not later than the date as of which the exercise of this Stock Option becomes a taxable event for federal income tax purposes, pay to the Company or make arrangements satisfactory to the Committee for payment of any federal, state and local taxes required by law to be withheld on account of such taxable event. Subject to approval by the Committee, the Optionee may elect to have the minimum tax withholding obligation satisfied, in whole or in part, by authorizing the Company t...o withhold from shares of Common Stock to be issued or transferring transferred to the Company, a number of shares of Common Stock with an aggregate Fair Market Value that would satisfy the minimum withholding amount due. The Optionee acknowledges and agrees that the Company or any Subsidiary of the Company has the right to deduct from payments of any kind otherwise due to the Optionee, or from the Option Shares to be issued in respect of an exercise of this Stock Option, any federal, state or local taxes of any kind required by law to be withheld with respect to the issuance of Option Shares to the Optionee. 7 8. Restrictions on Transfer of Issued Shares. (a) Stockholders Agreement. The Issued Shares shall be subject to the transfer and other restrictions contained in the Stockholders Agreement. (b) Opinion of Counsel. No holder of Issued Shares may sell, transfer or dispose of such Issued Shares (except pursuant to an effective registration statement under the Securities Act) without first delivering to the Company, if requested by the Company in its sole discretion, an opinion of counsel (reasonably acceptable in form and substance to the Company) that neither registration nor qualification under the Securities Act and applicable state securities laws is required in connection with such transfer. View More
Withholding Taxes. The Optionee shall, not later than the date as of which the exercise of this Stock Option becomes a taxable event for federal income tax purposes, pay to the Company or (or make arrangements satisfactory to the Committee Company for payment of of) any federal, state and local taxes required by law to be withheld on account of such taxable event. Subject to approval by the Committee, the Optionee may elect to have the minimum tax withholding obligation satisfied, in whole or in part, by authorizi...ng the Company to withhold from shares of Common Stock to be issued or transferring to the Company, a number of shares of Common Stock with an aggregate Fair Market Value that would satisfy the minimum withholding amount due. The Optionee acknowledges and agrees that the Company or any Subsidiary of the Company has the right to deduct from payments of any kind otherwise due to the Optionee, or from the Option Shares to be issued in respect of an exercise of this Stock Option, any federal, state or local taxes of any kind required by law to be withheld with respect to the issuance of Option Shares shares of Stock to the Optionee. View More
Withholding Taxes. All payments under this Agreement shall be made subject to applicable tax withholding, and the Company shall withhold from any payments under this Agreement all federal, state and local taxes as the Company is required to withhold pursuant to any law or governmental rule or regulation. Executive shall be responsible for all taxes applicable to amounts payable under this Agreement.
Withholding Taxes. All payments under this Agreement shall be made subject to applicable tax withholding, and the Company shall withhold from any payments under this Agreement all federal, state and local taxes as the Company is required to withhold pursuant to any law or governmental rule or regulation. Except as specifically provided otherwise in this Agreement, Executive shall be responsible for all taxes applicable to amounts payable under this Agreement. Agreement and payments under this Agreement shall not b...e grossed up for taxes. View More
Withholding Taxes. All payments under this Agreement shall be made subject to applicable tax withholding, and the Company shall withhold from any payments under this Agreement all federal, state and local taxes as the Company is required to withhold pursuant to any law or governmental rule or regulation. Except as specifically provided otherwise in this Agreement, Executive shall be responsible for the employee's share of all taxes applicable to amounts payable under this Agreement.
Withholding Taxes. The Company shall have the right to require the Participant or his beneficiaries or legal representatives to remit to the Company, in cash, an amount sufficient to satisfy any federal, state and local withholding tax requirements, including upon the grant, vesting or exercise of this Option. Whenever payments under the Plan or this Agreement are to be made to any Participant in cash, such payments shall be net of any amounts sufficient to satisfy all applicable taxes, including without limitatio...n, all applicable federal, state and local withholding tax requirements to be withheld or submitted by the Company concerning such payments. The Board may, in its sole discretion, allow the Participant to satisfy withholding tax obligations by electing to have the Company withhold from the Shares to be issued upon exercise of an Option that number of Shares having a Fair Market Value equal to the minimum amount required to be withheld. The Fair Market Value of the Shares to be withheld shall be determined on the date that the amount of tax to be withheld is to be determined.View More
Withholding Taxes. The Company shall have the right to require the Participant or his beneficiaries or legal representatives to remit to the Company, in cash, Company an amount sufficient to satisfy any federal, state and local withholding tax requirements, including upon the grant, vesting or exercise of this Option. Whenever payments under the Plan or this Agreement are to be made to any Participant in cash, such payments shall be net of any amounts sufficient to satisfy all applicable taxes, including without l...imitation, all applicable federal, state and local withholding tax requirements to be withheld or submitted by the Company concerning such payments. The Board may, in its sole discretion, allow the Participant to satisfy withholding tax obligations by electing to have the Company withhold from the Shares to be issued upon exercise of an Option that number of Shares having a Fair Market Value equal to the minimum amount required to be withheld. The Fair Market Value of the Shares to be withheld shall be determined on the date that the amount of tax to be withheld is to be determined. 4 13. Section 409A. The Options granted hereunder are intended to comply with or be exempt from the requirements of Code Section 409A, and the Agreement shall be interpreted accordingly. In no event, however, shall the Company be liable to the Participant for any tax, penalties or interest that may be due in respect of any the Options as a result of the application of Code Section 409A, except to the extent that such tax, penalty or interest results from a breach of this Agreement by the Company. View More
