Withholding Contract Clauses (13,504)

Withholding. The Company may withhold from any amounts payable under this Agreement such federal, state and state, local or foreign taxes as may will be required to be withheld pursuant to any applicable law or regulation.

Withholding. The Company Employer may withhold from any amounts payable under this Agreement hereunder such federal, state and Federal, state, local or foreign taxes as may shall be required to be withheld pursuant to any applicable law or regulation.

Withholding. The Company Altimmune may withhold from any amounts payable under this Agreement such federal, state and Federal, state, local or foreign taxes as may shall be required to be withheld pursuant to any applicable law or regulation.

Withholding. The Company may withhold from any amounts payable under this Agreement such federal, state and state, local or foreign taxes as may will be required to be withheld pursuant to any applicable law or regulation.

Withholding. The Company Employer may withhold from any amounts payable under this Agreement hereunder such federal, state and Federal, state, local or foreign taxes as may shall be required to be withheld pursuant to any applicable law or regulation.

Withholding. The Company Altimmune may withhold from any amounts payable under this Agreement such federal, state and Federal, state, local or foreign taxes as may shall be required to be withheld pursuant to any applicable law or regulation.

Withholding. In the event that any federal, state, or local income taxes, employment taxes, Federal Insurance Contributions Act ("F.I.C.A.") withholdings or other amounts are required by applicable law or governmental regulation to be withheld from the Participant's salary, wages or other remuneration in connection with the issuance of a Stock Right or Shares under the Plan or upon the lapsing of any forfeiture provision or right of repurchase or for any other reason required by law, the Company may... withhold from the Participant's compensation, if any, or may require that the Participant advance in cash to the Company, or to any Affiliate of the Company which employs or employed the Participant, up to the statutory minimum maximum amount of such withholdings unless a different withholding arrangement, including the use of shares of the Company's Common Stock or a promissory note, is authorized by the Administrator (and permitted by law). For purposes hereof, the fair market value of the shares withheld for purposes of payroll withholding shall be determined in the manner set forth under the definition of Fair Market Value provided in Paragraph Section 1 above, as of the most recent practicable date prior to the date of exercise. If the Fair Market Value of the shares withheld is less than the amount of payroll withholdings required, the Participant may be required to advance the difference in cash to the Company or the Affiliate employer. The Administrator Any determination made by the Committee to allow a Participant who is subject to Rule 16b-3 to pay taxes with shares of Common Stock through net settlement or previously owned shares shall be approved by either a committee made up of solely two or more Qualified Members or the full Board. 21 29. NOTICE TO COMPANY OF DISQUALIFYING DISPOSITION. Each Employee who receives an ISO must agree to notify the Company in its discretion may condition writing immediately after the Employee makes a Disqualifying Disposition of any Shares acquired pursuant to the exercise of an Option for less than ISO. A "Disqualifying Disposition" is defined in Section 424(c) of the then Fair Market Value on the Participant's payment Code and includes any disposition (including any sale or gift) of such additional withholding. Shares before the later of (a) two years after the date the Employee was granted the ISO, or (b) one year after the date the Employee acquired Shares by exercising the ISO, except as otherwise provided in Section 424(c) of the Code. If the Employee has died before such Shares are sold, these holding period requirements do not apply and no Disqualifying Disposition can occur thereafter. View More

Withholding. In the event that any federal, state, or local income taxes, employment taxes, Federal Insurance Contributions Act ("F.I.C.A.") withholdings or other amounts are required by applicable law or governmental regulation to be withheld from the Participant's salary, wages or other remuneration in connection with the issuance of a Stock Right or Shares under the Plan or upon the lapsing of any forfeiture provision or right of repurchase or for any other reason required by law, the Company may... withhold from the Participant's compensation, if any, or may require that the Participant advance in cash to the Company, or to any Affiliate of the Company which employs or employed the Participant, the statutory minimum amount of such withholdings unless a different withholding arrangement, including the use of shares of the Company's Common Stock or a promissory note, is authorized by the Administrator (and permitted by law). For purposes hereof, the fair market value of the shares withheld for purposes of payroll withholding shall be determined in the manner set forth under the definition of Fair Market Value provided in Paragraph 1 above, as of the most recent practicable date prior to the date of exercise. date. If the Fair Market Value of the shares withheld is less than the amount of payroll withholdings required, the Participant may be required to advance the difference in cash to the Company or the Affiliate employer. The Administrator in its discretion may condition the exercise of an Option for less than the then Fair Market Value on the Participant's payment of such additional withholding. View More

Withholding. In the event that any federal, state, or local income taxes, employment taxes, Federal Insurance Contributions Act ("F.I.C.A.") withholdings or other amounts are required by applicable law or governmental regulation to be withheld from the Participant's salary, wages or other remuneration in connection with the issuance of a Stock Right or Shares under the Plan or upon the lapsing of any forfeiture provision or right of repurchase or for any other reason required by law, the Company may... withhold from the Participant's compensation, if any, or may require that the Participant advance in cash to the Company, or to any Affiliate of the Company which employs or employed the Participant, the statutory minimum amount of such withholdings unless a different withholding arrangement, including the use of shares of the Company's Common Stock or a promissory note, is authorized by the Administrator (and permitted by law). For purposes hereof, the fair market value of the shares withheld for purposes of payroll withholding shall be determined in the manner set forth under the definition of Fair Market Value provided in Paragraph 1 above, as of the most recent practicable date prior to the date of exercise. If the Fair Market Value of the shares withheld is less than the amount of payroll withholdings required, the Participant may be required to advance the difference in cash to the Company or the Affiliate employer. The Administrator in its discretion may condition the exercise of an Option for less than the then Fair Market Value on the Participant's payment of such additional withholding. 18 29. NOTICE TO COMPANY OF DISQUALIFYING DISPOSITION. Each Employee who receives an ISO must agree to notify the Company in writing immediately after the Employee makes a Disqualifying Disposition of any Shares acquired pursuant to the exercise of an ISO. A Disqualifying Disposition is defined in Section 424(c) of the Code and includes any disposition (including any sale or gift) of such Shares before the later of (a) two years after the date the Employee was granted the ISO, or (b) one year after the date the Employee acquired Shares by exercising the ISO, except as otherwise provided in Section 424(c) of the Code. If the Employee has died before such Shares are sold, these holding period requirements do not apply and no Disqualifying Disposition can occur thereafter. View More

Withholding. In the event that any federal, state, or local income taxes, employment taxes, Federal Insurance Contributions Act ("F.I.C.A.") withholdings or other amounts are required by applicable law or governmental regulation to be withheld from the Participant's salary, wages or other remuneration in connection with the issuance of a Stock Right or Shares under the Plan or upon the lapsing of any forfeiture provision or right of repurchase or for any other reason required by law, the Company may... withhold from the Participant's compensation, if any, or may require that the Participant advance in cash to the Company, or to any Affiliate of the Company which employs or employed the Participant, up to the statutory minimum maximum amount of such withholdings unless a different withholding arrangement, including the use of shares of the Company's Common Stock or a promissory note, is authorized by the Administrator (and permitted by law). For purposes hereof, the fair market value of the shares withheld for purposes of payroll withholding shall be determined in the manner set forth under the definition of Fair Market Value provided in Paragraph Section 1 above, as of the most recent practicable date prior to the date of exercise. If the Fair Market Value of the shares withheld is less than the amount of payroll withholdings required, the Participant may be required to advance the difference in cash to the Company or the Affiliate employer. The Administrator Any determination made by the Committee to allow a Participant who is subject to Rule 16b-3 to pay taxes with shares of Common Stock through net settlement or previously owned shares shall be approved by either a committee made up of solely two or more Qualified Members or the full Board. 21 29. NOTICE TO COMPANY OF DISQUALIFYING DISPOSITION. Each Employee who receives an ISO must agree to notify the Company in its discretion may condition writing immediately after the Employee makes a Disqualifying Disposition of any Shares acquired pursuant to the exercise of an Option for less than ISO. A "Disqualifying Disposition" is defined in Section 424(c) of the then Fair Market Value on the Participant's payment Code and includes any disposition (including any sale or gift) of such additional withholding. Shares before the later of (a) two years after the date the Employee was granted the ISO, or (b) one year after the date the Employee acquired Shares by exercising the ISO, except as otherwise provided in Section 424(c) of the Code. If the Employee has died before such Shares are sold, these holding period requirements do not apply and no Disqualifying Disposition can occur thereafter. View More

Withholding. In the event that any federal, state, or local income taxes, employment taxes, Federal Insurance Contributions Act ("F.I.C.A.") withholdings or other amounts are required by applicable law or governmental regulation to be withheld from the Participant's salary, wages or other remuneration in connection with the issuance of a Stock Right or Shares under the Plan or upon the lapsing of any forfeiture provision or right of repurchase or for any other reason required by law, the Company may... withhold from the Participant's compensation, if any, or may require that the Participant advance in cash to the Company, or to any Affiliate of the Company which employs or employed the Participant, the statutory minimum amount of such withholdings unless a different withholding arrangement, including the use of shares of the Company's Common Stock or a promissory note, is authorized by the Administrator (and permitted by law). For purposes hereof, the fair market value of the shares withheld for purposes of payroll withholding shall be determined in the manner set forth under the definition of Fair Market Value provided in Paragraph 1 above, as of the most recent practicable date prior to the date of exercise. date. If the Fair Market Value of the shares withheld is less than the amount of payroll withholdings required, the Participant may be required to advance the difference in cash to the Company or the Affiliate employer. The Administrator in its discretion may condition the exercise of an Option for less than the then Fair Market Value on the Participant's payment of such additional withholding. View More

Withholding. In the event that any federal, state, or local income taxes, employment taxes, Federal Insurance Contributions Act ("F.I.C.A.") withholdings or other amounts are required by applicable law or governmental regulation to be withheld from the Participant's salary, wages or other remuneration in connection with the issuance of a Stock Right or Shares under the Plan or upon the lapsing of any forfeiture provision or right of repurchase or for any other reason required by law, the Company may... withhold from the Participant's compensation, if any, or may require that the Participant advance in cash to the Company, or to any Affiliate of the Company which employs or employed the Participant, the statutory minimum amount of such withholdings unless a different withholding arrangement, including the use of shares of the Company's Common Stock or a promissory note, is authorized by the Administrator (and permitted by law). For purposes hereof, the fair market value of the shares withheld for purposes of payroll withholding shall be determined in the manner set forth under the definition of Fair Market Value provided in Paragraph 1 above, as of the most recent practicable date prior to the date of exercise. If the Fair Market Value of the shares withheld is less than the amount of payroll withholdings required, the Participant may be required to advance the difference in cash to the Company or the Affiliate employer. The Administrator in its discretion may condition the exercise of an Option for less than the then Fair Market Value on the Participant's payment of such additional withholding. 18 29. NOTICE TO COMPANY OF DISQUALIFYING DISPOSITION. Each Employee who receives an ISO must agree to notify the Company in writing immediately after the Employee makes a Disqualifying Disposition of any Shares acquired pursuant to the exercise of an ISO. A Disqualifying Disposition is defined in Section 424(c) of the Code and includes any disposition (including any sale or gift) of such Shares before the later of (a) two years after the date the Employee was granted the ISO, or (b) one year after the date the Employee acquired Shares by exercising the ISO, except as otherwise provided in Section 424(c) of the Code. If the Employee has died before such Shares are sold, these holding period requirements do not apply and no Disqualifying Disposition can occur thereafter. View More

Withholding. All payments made by the Company to the Executive under this Agreement shall be reduced by net of any tax or other amounts required to be withheld by the Company under applicable law.

Withholding. All payments made by the Company to the Executive under this Agreement shall be reduced by net of any tax or other amounts required to be withheld by the Company under applicable law.

Withholding. All payments made by the Company to the Executive under this Agreement shall be reduced by net of any tax or other amounts required to be withheld by the Company under applicable law.

Withholding. All payments made by the Company to the Executive under this Agreement shall be reduced by net of any tax or other amounts required to be withheld by the Company under applicable law.

Withholding. All payments made by the Company to the Executive under this Agreement shall be reduced by net of any tax or other amounts required to be withheld by the Company under applicable law.

Withholding. All payments made by the Company to the Executive under this Agreement shall be reduced by net of any tax or other amounts required to be withheld by the Company under applicable law.

Withholding. The Participant acknowledges that he or she may be required to pay to the Company Partnership or, if different, an Affiliate that employs the Participant (the "Employer"), and that the Company, Partnership, the Employer, or any Affiliate shall have the right and are hereby authorized to withhold from any compensation or other amount owing to the Participant, applicable income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items (including taxes... that are imposed on the Company Partnership or the Employer as a result of the Participant's participation in the Plan but are deemed by the Company Partnership or the Employer to be an appropriate charge to the Participant) (collectively, "Tax-Related Items"), with respect to any issuance, transfer, or other taxable event under this Award Agreement or under the Plan and to take such action as may be necessary in the opinion of the Company Partnership to satisfy all obligations for the payment of such Tax-Related Items. The Participant further acknowledges that the Company Partnership 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 RSUs, DRUs, including, but not limited to the grant or vesting of the RSUs DRUs and the subsequent sale of Shares Common Units acquired upon settlement of the Vested RSUs; DRUs; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the RSUs DRUs to reduce or eliminate the Participant's liability for Tax-Related Items or achieve a particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company Partnership 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. Without limiting the foregoing, the Administrator may, from time to time, permit the Participant to make arrangements prior to the Vesting Date described herein to pay the applicable Tax-Related Items 9 in a manner prescribed by the Administrator prior to the Vesting Date; provided that, unless otherwise determined by the Administrator, any such payment or estimate must be received by the Company Partnership prior to the 9 Vesting Date. Additionally, the Participant authorizes the Company Partnership and/or the Employer to satisfy the obligations with regard to all Tax-Related Items by withholding from proceeds of the sale of Shares Common Units acquired upon settlement of the Vested RSUs DRUs either through a voluntary sale or through a mandatory sale arranged by the Company Partnership (on the Participant's behalf pursuant to this authorization). Depending on the withholding method, the Company Partnership and/or the Employer may withhold or account for the Tax-Related Items by considering minimum statutory withholding amounts or other applicable withholding rates in the Participant's jurisdiction(s), including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash through the Employer's normal payroll process and will have no entitlement to the Share Common Unit equivalent. The Participant acknowledges that, regardless of any action taken by the Company, Partnership, the Employer, or any Affiliate the ultimate liability for all Tax-Related Items, is and remains the Participant's responsibility and may exceed the amount, if any, actually withheld by the Company Partnership or the Employer. The Company Partnership may refuse to issue or deliver the Shares Common Units or the proceeds from the sale of Shares, Common Units, if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items. View More

Withholding. The Participant acknowledges that he or she may be required to pay to that, regardless of any action taken by the Company or, if different, an Affiliate that employs the Related Company for which the Participant provides service (the "Employer"), and that the Company, the Employer, or any Affiliate shall have the right and are hereby authorized to withhold from any compensation or other amount owing to the Participant, applicable ultimate liability for all income tax, social insurance, insurance contributions, payroll tax, fringe benefits tax, payment on account or account, and other tax-related items (including taxes that are imposed on the Company or the Employer as a result of related to the Participant's participation in the Plan but are deemed and legally applicable to Participant ("Tax-Related Items") is and remains the Participant's responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer to be an appropriate charge to the Participant) (collectively, "Tax-Related Items"), with respect to any issuance, transfer, or other taxable event under this Award Agreement or under the Plan and to take such action as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such Tax-Related Items. Employer. The Participant further 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 RSUs, including, but not limited to to, the grant grant, earning or vesting settlement of the RSUs and RSUs, the subsequent sale of Shares shares Stock acquired upon pursuant to such settlement and the receipt of any dividends or other distributions paid on the Vested RSUs; Stock, and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate the Participant's liability for Tax-Related Items or achieve a any particular tax result. Further, if the Participant is 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. Without limiting the foregoing, the Administrator may, from time to time, permit the Participant to make arrangements prior to the Vesting Date described herein to pay the applicable Tax-Related Items in a manner prescribed by the Administrator prior to the Vesting Date; provided that, unless Unless otherwise determined by the Administrator, Committee, any applicable withholding required with respect to this Restricted Stock Unit Award shall be satisfied through the surrender of shares of Stock to which the Participant is otherwise entitled under the Plan; provided, however, that the amount withheld in the form of shares of Stock to which the Participant is entitled under the Plan may not exceed the maximum individual tax rate for the Participant in applicable jurisdictions for such payment Participant (based on the applicable rates of the relevant tax authorities (for example, federal, state and local), including the Participant's share of payroll or estimate must similar taxes, as provided in tax law, regulations, or the authority's administrative practices, not to exceed the highest statutory rate in that jurisdiction, even if that rate exceeds the highest rate that may be received by the Company prior applicable to the 9 Vesting Date. Additionally, specific Participant. Further, the Participant authorizes the Company and/or the Employer Employer, or their respective agents, at their discretion, to satisfy the any applicable withholding obligations with regard to all Tax-Related Items not satisfied consistent with the prior sentence by one or a combination of the following: (i) withholding from wages or other cash compensation payable to the Participant by the Company or the Employer; (ii) withholding from proceeds of the sale of Shares acquired Stock to be issued upon settlement of the Vested RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant's behalf pursuant to this authorization). Depending on the withholding method, authorization without further consent); and (iii) any other method acceptable to the Company and/or and permitted under the Plan and applicable laws. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, the Participant is deemed to have been issued the full number of shares of Stock subject to the vested RSUs, notwithstanding that a number of the shares of Stock are held back solely for the purpose of paying the Tax-Related Items. The Participant 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 the Tax-Related Items by considering minimum statutory withholding amounts or other applicable withholding rates Participant's participation in the Participant's jurisdiction(s), including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash through the Employer's normal payroll process and will have no entitlement to the Share equivalent. The Participant acknowledges that, regardless of any action taken Plan that cannot be satisfied by the Company, the Employer, or any Affiliate the ultimate liability for all Tax-Related Items, is and remains the Participant's responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. means previously described. The Company may refuse to issue or deliver the Shares shares Stock or the proceeds from of the sale of Shares, shares of Stock if the Participant fails to comply with his or her the Participant's obligations in connection with the for Tax-Related Items. View More

Withholding. The Participant acknowledges that he or she may be required to pay to a. Regardless of any action the Company or, if different, an Affiliate that employs the Participant (the "Employer"), and that the Company, the Employer, or any Affiliate shall have the right and are hereby authorized to withhold from any compensation or other amount owing to the Participant, applicable income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items (including... taxes that are imposed on the Company or the Employer as a result of the Participant's participation in the Plan but are deemed by the Company or the Employer to be an appropriate charge to the Participant) (collectively, "Tax-Related Items"), takes with respect to any issuance, transfer, or all income tax, payroll tax or other taxable event under this Award Agreement or under the Plan and to take such action as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such Tax-Related Items. The tax-related withholding ("Tax-Related Items"), Participant further acknowledges that the ultimate liability for all Tax-Related Items owed by Participant is and remains Participant's responsibility and that the Company and/or the Employer (i) make makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including, but not limited to Option, including the grant grant, vesting or vesting exercise of the RSUs and Option or the subsequent sale of Shares acquired upon settlement of the Vested RSUs; exercise; and (ii) do does not commit to and are under no obligation to structure the terms of the grant or any aspect of the RSUs Option to reduce or eliminate the Participant's liability for Tax-Related Items Items. b. Prior to exercise of the Option, Participant shall pay or achieve a particular tax result. Further, if the Participant is subject make adequate arrangements satisfactory to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company and/or to satisfy all withholding obligations of the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Without limiting the foregoing, the Administrator may, from time to time, permit the Participant to make arrangements prior to the Vesting Date described herein to pay the applicable Tax-Related Items in a manner prescribed by the Administrator prior to the Vesting Date; provided that, unless otherwise determined by the Administrator, any such payment or estimate must be received by the Company prior to the 9 Vesting Date. Additionally, the Company. In this regard, Participant authorizes the Company and/or the Employer to satisfy the obligations with regard to withhold all applicable Tax-Related Items legally payable by withholding Participant from Participant's wages or other cash compensation paid to Participant by the Company or from proceeds of the sale of the Shares. Alternatively, or in addition, to the extent permissible under applicable law, the Company may (i) sell or arrange for the sale of Shares acquired that Participant acquires to meet the withholding obligation for Tax-Related Items, and/or (ii) withhold Shares otherwise issuable upon settlement exercise of the Vested RSUs either through Option, provided that the Company only withholds the amount of Shares necessary to satisfy the withholding amount (not to exceed maximum statutory rates). Finally, Participant shall pay to the Company any amount of Tax-Related Items that the Company may be required to withhold as a voluntary sale or through a mandatory sale arranged result of Participant's participation in the Plan that cannot be satisfied by the Company (on the Participant's behalf pursuant to this authorization). Depending on the withholding method, the Company and/or the Employer may withhold or account for the Tax-Related Items by considering minimum statutory withholding amounts or other applicable withholding rates in the Participant's jurisdiction(s), including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash through the Employer's normal payroll process and will have no entitlement to the Share equivalent. The Participant acknowledges that, regardless of any action taken by the Company, the Employer, or any Affiliate the ultimate liability for all Tax-Related Items, is and remains the Participant's responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. means previously described. The Company may refuse to issue or and deliver Shares upon exercise of the Shares or the proceeds from the sale of Shares, Option if the Participant fails to comply with his or her Participant's obligations in connection with the Tax-Related Items. Items as described in this Section 8. View More

Withholding. The Participant acknowledges that he or she may be required to pay to the Company Partnership or, if different, an Affiliate that employs the Participant (the "Employer"), and that the Company, Partnership, the Employer, or any Affiliate shall have the right and are hereby authorized to withhold from any compensation or other amount owing to the Participant, applicable income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items (including taxes... that are imposed on the Company Partnership or the Employer as a result of the Participant's participation in the Plan but are deemed by the Company Partnership or the Employer to be an appropriate charge to the Participant) (collectively, "Tax-Related Items"), with respect to any issuance, transfer, or other taxable event under this Award Agreement or under the Plan and to take such action as may be necessary in the opinion of the Company Partnership to satisfy all obligations for the payment of such Tax-Related Items. The Participant further acknowledges that the Company Partnership 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 RSUs, DRUs, including, but not limited to the grant or vesting of the RSUs DRUs and the subsequent sale of Shares Common Units acquired upon settlement of the Vested RSUs; DRUs; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the RSUs DRUs to reduce or eliminate the Participant's liability for Tax-Related Items or achieve a particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company Partnership 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. Without limiting the foregoing, the Administrator may, from time to time, permit the Participant to make arrangements prior to the Vesting Date described herein to pay the applicable Tax-Related Items 9 in a manner prescribed by the Administrator prior to the Vesting Date; provided that, unless otherwise determined by the Administrator, any such payment or estimate must be received by the Company Partnership prior to the 9 Vesting Date. Additionally, the Participant authorizes the Company Partnership and/or the Employer to satisfy the obligations with regard to all Tax-Related Items by withholding from proceeds of the sale of Shares Common Units acquired upon settlement of the Vested RSUs DRUs either through a voluntary sale or through a mandatory sale arranged by the Company Partnership (on the Participant's behalf pursuant to this authorization). Depending on the withholding method, the Company Partnership and/or the Employer may withhold or account for the Tax-Related Items by considering minimum statutory withholding amounts or other applicable withholding rates in the Participant's jurisdiction(s), including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash through the Employer's normal payroll process and will have no entitlement to the Share Common Unit equivalent. The Participant acknowledges that, regardless of any action taken by the Company, Partnership, the Employer, or any Affiliate the ultimate liability for all Tax-Related Items, is and remains the Participant's responsibility and may exceed the amount, if any, actually withheld by the Company Partnership or the Employer. The Company Partnership may refuse to issue or deliver the Shares Common Units or the proceeds from the sale of Shares, Common Units, if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items. View More

Withholding. The Participant acknowledges that he or she may be required to pay to that, regardless of any action taken by the Company or, if different, an Affiliate that employs the Related Company for which the Participant provides service (the "Employer"), and that the Company, the Employer, or any Affiliate shall have the right and are hereby authorized to withhold from any compensation or other amount owing to the Participant, applicable ultimate liability for all income tax, social insurance, insurance contributions, payroll tax, fringe benefits tax, payment on account or account, and other tax-related items (including taxes that are imposed on the Company or the Employer as a result of related to the Participant's participation in the Plan but are deemed and legally applicable to Participant ("Tax-Related Items") is and remains the Participant's responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer to be an appropriate charge to the Participant) (collectively, "Tax-Related Items"), with respect to any issuance, transfer, or other taxable event under this Award Agreement or under the Plan and to take such action as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such Tax-Related Items. Employer. The Participant further 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 RSUs, including, but not limited to to, the grant grant, earning or vesting settlement of the RSUs and RSUs, the subsequent sale of Shares shares Stock acquired upon pursuant to such settlement and the receipt of any dividends or other distributions paid on the Vested RSUs; Stock, and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate the Participant's liability for Tax-Related Items or achieve a any particular tax result. Further, if the Participant is 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. Without limiting the foregoing, the Administrator may, from time to time, permit the Participant to make arrangements prior to the Vesting Date described herein to pay the applicable Tax-Related Items in a manner prescribed by the Administrator prior to the Vesting Date; provided that, unless Unless otherwise determined by the Administrator, Committee, any applicable withholding required with respect to this Restricted Stock Unit Award shall be satisfied through the surrender of shares of Stock to which the Participant is otherwise entitled under the Plan; provided, however, that the amount withheld in the form of shares of Stock to which the Participant is entitled under the Plan may not exceed the maximum individual tax rate for the Participant in applicable jurisdictions for such payment Participant (based on the applicable rates of the relevant tax authorities (for example, federal, state and local), including the Participant's share of payroll or estimate must similar taxes, as provided in tax law, regulations, or the authority's administrative practices, not to exceed the highest statutory rate in that jurisdiction, even if that rate exceeds the highest rate that may be received by the Company prior applicable to the 9 Vesting Date. Additionally, specific Participant. Further, the Participant authorizes the Company and/or the Employer Employer, or their respective agents, at their discretion, to satisfy the any applicable withholding obligations with regard to all Tax-Related Items not satisfied consistent with the prior sentence by one or a combination of the following: (i) withholding from wages or other cash compensation payable to the Participant by the Company or the Employer; (ii) withholding from proceeds of the sale of Shares acquired Stock to be issued upon settlement of the Vested RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant's behalf pursuant to this authorization). Depending on the withholding method, authorization without further consent); and (iii) any other method acceptable to the Company and/or and permitted under the Plan and applicable laws. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, the Participant is deemed to have been issued the full number of shares of Stock subject to the vested RSUs, notwithstanding that a number of the shares of Stock are held back solely for the purpose of paying the Tax-Related Items. The Participant 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 the Tax-Related Items by considering minimum statutory withholding amounts or other applicable withholding rates Participant's participation in the Participant's jurisdiction(s), including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash through the Employer's normal payroll process and will have no entitlement to the Share equivalent. The Participant acknowledges that, regardless of any action taken Plan that cannot be satisfied by the Company, the Employer, or any Affiliate the ultimate liability for all Tax-Related Items, is and remains the Participant's responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. means previously described. The Company may refuse to issue or deliver the Shares shares Stock or the proceeds from of the sale of Shares, shares of Stock if the Participant fails to comply with his or her the Participant's obligations in connection with the for Tax-Related Items. View More

Withholding. The Participant acknowledges that he or she may be required to pay to a. Regardless of any action the Company or, if different, an Affiliate that employs the Participant (the "Employer"), and that the Company, the Employer, or any Affiliate shall have the right and are hereby authorized to withhold from any compensation or other amount owing to the Participant, applicable income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items (including... taxes that are imposed on the Company or the Employer as a result of the Participant's participation in the Plan but are deemed by the Company or the Employer to be an appropriate charge to the Participant) (collectively, "Tax-Related Items"), takes with respect to any issuance, transfer, or all income tax, payroll tax or other taxable event under this Award Agreement or under the Plan and to take such action as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such Tax-Related Items. The tax-related withholding ("Tax-Related Items"), Participant further acknowledges that the ultimate liability for all Tax-Related Items owed by Participant is and remains Participant's responsibility and that the Company and/or the Employer (i) make makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including, but not limited to Option, including the grant grant, vesting or vesting exercise of the RSUs and Option or the subsequent sale of Shares acquired upon settlement of the Vested RSUs; exercise; and (ii) do does not commit to and are under no obligation to structure the terms of the grant or any aspect of the RSUs Option to reduce or eliminate the Participant's liability for Tax-Related Items Items. b. Prior to exercise of the Option, Participant shall pay or achieve a particular tax result. Further, if the Participant is subject make adequate arrangements satisfactory to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company and/or to satisfy all withholding obligations of the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Without limiting the foregoing, the Administrator may, from time to time, permit the Participant to make arrangements prior to the Vesting Date described herein to pay the applicable Tax-Related Items in a manner prescribed by the Administrator prior to the Vesting Date; provided that, unless otherwise determined by the Administrator, any such payment or estimate must be received by the Company prior to the 9 Vesting Date. Additionally, the Company. In this regard, Participant authorizes the Company and/or the Employer to satisfy the obligations with regard to withhold all applicable Tax-Related Items legally payable by withholding Participant from Participant's wages or other cash compensation paid to Participant by the Company or from proceeds of the sale of the Shares. Alternatively, or in addition, to the extent permissible under applicable law, the Company may (i) sell or arrange for the sale of Shares acquired that Participant acquires to meet the withholding obligation for Tax-Related Items, and/or (ii) withhold Shares otherwise issuable upon settlement exercise of the Vested RSUs either through Option, provided that the Company only withholds the amount of Shares necessary to satisfy the withholding amount (not to exceed maximum statutory rates). Finally, Participant shall pay to the Company any amount of Tax-Related Items that the Company may be required to withhold as a voluntary sale or through a mandatory sale arranged result of Participant's participation in the Plan that cannot be satisfied by the Company (on the Participant's behalf pursuant to this authorization). Depending on the withholding method, the Company and/or the Employer may withhold or account for the Tax-Related Items by considering minimum statutory withholding amounts or other applicable withholding rates in the Participant's jurisdiction(s), including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash through the Employer's normal payroll process and will have no entitlement to the Share equivalent. The Participant acknowledges that, regardless of any action taken by the Company, the Employer, or any Affiliate the ultimate liability for all Tax-Related Items, is and remains the Participant's responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. means previously described. The Company may refuse to issue or and deliver Shares upon exercise of the Shares or the proceeds from the sale of Shares, Option if the Participant fails to comply with his or her Participant's obligations in connection with the Tax-Related Items. Items as described in this Section 8. View More

Withholding. (a) a. The Committee shall determine the amount of any withholding or other tax required by law to be withheld or paid by the Company with respect to any income recognized by the Grantee with respect to the Option. (b) b. The Grantee shall be required to meet any applicable tax withholding obligation in accordance with the provisions of Section 17.3 of the Plan (entitled "Withholding Taxes," "Tax Withholding," or any successor provision thereto). (c) c. Subject to any rules prescribed by the... Committee, the Grantee shall have the right to elect to meet any withholding requirement (i) by having withheld from the Option at the appropriate time that number of whole Shares whose Fair Market Value is equal to the amount of any taxes required to be withheld with respect to the Option, (ii) by direct payment to the Company in cash of the amount of any taxes required to be withheld with respect to the Option or (iii) by a combination of Shares and cash. d. If the Grantee makes any disposition of Shares delivered pursuant to the exercise of an Incentive Stock Option under the circumstances described in Code Section 421(b) (relating to certain disqualifying dispositions), the Grantee shall notify the Company of such disposition within 10 days of such disposition. View More

Withholding. (a) The Committee shall determine the amount of any withholding or other tax required by law to be withheld or paid by the Company with respect to any income recognized by the Grantee with respect to the Option. Restricted Shares. (b) The Grantee shall be required to meet any applicable tax withholding obligation in accordance with the provisions of Section 17.3 of the Plan (entitled "Withholding Taxes," or any successor provision thereto). Plan. (c) Subject to any rules prescribed by the... Committee, the Grantee shall have the right to elect to meet any withholding requirement requirement, or the Company may require such obligations (up to maximum statutory rates) to be satisfied, in whole or in part, (i) by having withheld from the Option this Award at the appropriate time that number of whole Shares shares of Common Stock whose Fair Market Value is equal to the amount of any taxes required to be withheld with respect to the Option, such Award, (ii) by direct payment to the Company in cash of the amount of any taxes required to be withheld with respect to the Option such Award or (iii) by a combination of Shares shares and cash. View More

Withholding. (a) The Committee shall determine the amount of any withholding or other tax required by law to be withheld or paid by the Company with respect to any income recognized by the Grantee Participant with respect to the Option. (b) Award. The Grantee Participant shall be required to meet any applicable tax withholding obligation in accordance with the provisions of Section 17.3 11.05 of the Plan (entitled "Withholding Taxes," or any successor provision thereto). (c) Subject to any rules prescribed... by the Committee, the Grantee Plan. The Participant shall have the right to elect to meet any withholding requirement requirement: (i) by having withheld from the Option this Award at the appropriate time that number of whole Shares shares of Common Stock whose Fair Market Value fair market value is equal to the amount of any taxes required to be withheld with respect to the Option, such Award, (ii) by direct payment to the Company in cash of the amount of any taxes required to be withheld with respect to the Option such Award or (iii) by a combination of Shares shares of Common Stock and cash. View More

Withholding. (a) a. The Committee shall determine the amount of any withholding or other tax required by law to be withheld or paid by the Company with respect to any income recognized by the Grantee with respect to the Option. (b) b. The Grantee shall be required to meet any applicable tax withholding obligation in accordance with the provisions of Section 17.3 of the Plan (entitled "Withholding Taxes," "Tax Withholding," or any successor provision thereto). (c) c. Subject to any rules prescribed by the... Committee, the Grantee shall have the right to elect to meet any withholding requirement (i) by having withheld from the Option at the appropriate time that number of whole Shares whose Fair Market Value is equal to the amount of any taxes required to be withheld with respect to the Option, (ii) by direct payment to the Company in cash of the amount of any taxes required to be withheld with respect to the Option or (iii) by a combination of Shares and cash. d. If the Grantee makes any disposition of Shares delivered pursuant to the exercise of an Incentive Stock Option under the circumstances described in Code Section 421(b) (relating to certain disqualifying dispositions), the Grantee shall notify the Company of such disposition within 10 days of such disposition. View More

Withholding. (a) The Committee shall determine the amount of any withholding or other tax required by law to be withheld or paid by the Company with respect to any income recognized by the Grantee with respect to the Option. Restricted Shares. (b) The Grantee shall be required to meet any applicable tax withholding obligation in accordance with the provisions of Section 17.3 of the Plan (entitled "Withholding Taxes," or any successor provision thereto). Plan. (c) Subject to any rules prescribed by the... Committee, the Grantee shall have the right to elect to meet any withholding requirement requirement, or the Company may require such obligations (up to maximum statutory rates) to be satisfied, in whole or in part, (i) by having withheld from the Option this Award at the appropriate time that number of whole Shares shares of Common Stock whose Fair Market Value is equal to the amount of any taxes required to be withheld with respect to the Option, such Award, (ii) by direct payment to the Company in cash of the amount of any taxes required to be withheld with respect to the Option such Award or (iii) by a combination of Shares shares and cash. View More

Withholding. (a) The Committee shall determine the amount of any withholding or other tax required by law to be withheld or paid by the Company with respect to any income recognized by the Grantee Participant with respect to the Option. (b) Award. The Grantee Participant shall be required to meet any applicable tax withholding obligation in accordance with the provisions of Section 17.3 11.05 of the Plan (entitled "Withholding Taxes," or any successor provision thereto). (c) Subject to any rules prescribed... by the Committee, the Grantee Plan. The Participant shall have the right to elect to meet any withholding requirement requirement: (i) by having withheld from the Option this Award at the appropriate time that number of whole Shares shares of Common Stock whose Fair Market Value fair market value is equal to the amount of any taxes required to be withheld with respect to the Option, such Award, (ii) by direct payment to the Company in cash of the amount of any taxes required to be withheld with respect to the Option such Award or (iii) by a combination of Shares shares of Common Stock and cash. View More