Withholding Clause Example with 27 Variations from Business Contracts

This page contains Withholding clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Withholding. The Participant acknowledges that he or she may be required to pay to 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 Co...mpany 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"), 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. 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 the grant or vesting of the RSUs and the subsequent sale of Shares acquired upon settlement of the Vested RSUs; 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 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 otherwise determined by the Administrator, any such payment or estimate must be received by the Company prior to the 9 Vesting Date. Additionally, the Participant authorizes the Company and/or the Employer to satisfy the obligations with regard to all Tax-Related Items by withholding from proceeds of the sale of Shares acquired 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, 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. The Company may refuse to issue or deliver the Shares or the proceeds from the sale of Shares, if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items. View More
Found in Carlyle Group L.P. contract

Variations of a "Withholding" Clause from Business Contracts

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 is 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 taxe...s 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 ("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 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 the grant or vesting of the RSUs and the subsequent sale of Shares acquired upon settlement of the Vested RSUs; 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 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 any Vesting Date described herein to pay the applicable Tax-Related Items in a manner prescribed by the Administrator prior to the applicable 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 an applicable Vesting Date. Additionally, the Participant authorizes the Company Partnership and/or the Employer to satisfy the obligations with regard to all Tax-Related Tax- 7 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 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, 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, amount 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
Found in Carlyle Group L.P. contract
Withholding. The Participant acknowledges that he or she may be required to pay to the Company or, if different, an Affiliate that employs the Participant (the "Employer"), and that the Company, the Employer, or Regardless of 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 imp...osed on action 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"), employer (the "Employer") takes with respect to any issuance, transfer, or all income tax, social security, payroll tax, or other taxable event under this Award Agreement tax-related withholding ("Tax-Related Items"), Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by Participant is and remains his 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 her responsibility. Furthermore, 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 Restricted Stock Units, including the grant or of the Restricted Stock Units, the vesting of the RSUs and Restricted Stock Units, the delivery of Shares, the subsequent sale of Shares acquired upon settlement under the Plan and the receipt of the Vested RSUs; any dividends; and (ii) do not commit to and are under no obligation to structure the terms of the grant of the Restricted Stock Units or any aspect of Participant's participation in the RSUs Plan to reduce or eliminate the Participant's his or her liability for Tax-Related Items Items. Prior to the relevant taxable event, 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 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 satisfy all withholding obligations of the Company prior to and/or the 9 Vesting Date. Additionally, the Employer. 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 his or her wages or other cash compensation paid by the Company and/or the Employer or from proceeds of the sale of the Shares acquired upon settlement of under the Vested RSUs either through a voluntary sale Plan. Alternatively, or through a mandatory sale arranged by in addition, the Company (on may (i) sell or arrange for the Participant's behalf pursuant sale of Shares that Participant acquires under the Plan to this authorization). Depending on meet the withholding method, the Company and/or the Employer may withhold or account obligation for the Tax-Related Items Items, and/or (ii) withhold in Shares, provided that the Company only withholds the amount of Shares necessary to satisfy the minimum withholding amount. If the Company satisfies the Tax-Related Item withholding obligation by considering minimum statutory withholding amounts or other applicable withholding rates in a number of Shares as described herein, Participant will be deemed to have been issued the Participant's jurisdiction(s), including maximum applicable rates, in which case full number of Shares due to Participant at vesting, notwithstanding that a number of the Shares is held back solely for purposes of such Tax-Related Items. Finally, Participant may receive a refund of any over-withheld amount in cash through the Employer's normal payroll process and will have no entitlement shall pay 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. Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of his or her participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or Shares under the Plan and refuse to deliver the Shares or the proceeds from the sale of Shares, if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items. Items as described in this paragraph. View More
Found in 2 Contracts from Estee Lauder Cos.
Withholding. The Participant acknowledges that he or she may be required to pay to the Company or, if different, an Affiliate that employs the Participant (the "Employer"), and that the Company, the Employer, or Regardless of 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 imp...osed on action 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"), employer (the "Employer") takes with respect to any issuance, transfer, or all income tax, social security, payroll tax, or other taxable event under this Award Agreement tax-related withholding ("Tax-Related Items"), Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by Participant is and remains his 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 her responsibility. Furthermore, 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 Stock Options, including the grant or vesting of the RSUs and Stock Options, the exercise of the Stock Options, the subsequent sale of Shares acquired upon settlement under the Plan and the receipt of the Vested RSUs; any dividends; and (ii) do not commit to and are under no obligation to structure the terms of the grant of the Stock Options or any aspect of Participant's participation in the RSUs Plan to reduce or eliminate the Participant's his or her liability for Tax-Related Items Items. Prior to the relevant taxable event, 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 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 satisfy all withholding obligations of the Company prior to and/or the 9 Vesting Date. Additionally, the Employer. 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 his or her wages or other cash compensation paid by the Company and/or the Employer or from proceeds of the sale of the Shares acquired upon settlement of under the Vested RSUs either through a voluntary sale Plan. Alternatively, or through a mandatory sale arranged by in addition, the Company (on may (i) sell or arrange for the Participant's behalf pursuant sale of Shares that Participant acquires under the Plan to this authorization). Depending on meet the withholding method, the Company and/or the Employer may withhold or account obligation for the Tax-Related Items Items, and/or (ii) withhold in Shares, provided that the Company only withholds the amount of Shares necessary to satisfy the minimum withholding amount. If the Company satisfies the Tax-Related Item withholding obligation by considering minimum statutory withholding amounts or other applicable withholding rates in a number of Shares as described herein, Participant will be deemed to have been issued the Participant's jurisdiction(s), including maximum applicable rates, in which case full number of Shares due to Participant at exercise, notwithstanding that a number of the Shares is held back solely for purposes of such Tax-Related Items. Finally, Participant may receive a refund of any over-withheld amount in cash through the Employer's normal payroll process and will have no entitlement shall pay 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. Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of his or her participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or Shares under the Plan and refuse to deliver the Shares or the proceeds from the sale of Shares, if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items. Items as described in this Section. View More
Found in 2 Contracts from Estee Lauder Cos.
Withholding. The Participant acknowledges that he or she may be required to pay to the Company or, if different, an Affiliate that employs the Participant (the "Employer"), and that the Company, the Employer, or Regardless of 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 imp...osed on action 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"), employer (the "Employer") takes with respect to any issuance, transfer, or all income tax, social security, payroll tax, or other taxable event under this Award Agreement tax-related withholding ("Tax-Related Items"), Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by Participant is and remains his 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 her responsibility. Furthermore, 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 Performance Share Units, including the grant or of the Performance Share Units, the vesting of the RSUs and Performance Share 3 Units, the delivery of Shares, the subsequent sale of Shares acquired upon settlement under the Plan and the receipt of the Vested RSUs; any dividends; and (ii) do not commit to and are under no obligation to structure the terms of the grant of the Performance Share Units or any aspect of Participant's participation in the RSUs Plan to reduce or eliminate the Participant's his or her liability for Tax-Related Items Items. Prior to the relevant taxable event, 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 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 satisfy all withholding obligations of the Company prior to and/or the 9 Vesting Date. Additionally, the Employer. 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 his or her wages or other cash compensation paid by the Company and/or the Employer or from proceeds of the sale of the Shares acquired upon settlement of under the Vested RSUs either through a voluntary sale Plan. Alternatively, or through a mandatory sale arranged by in addition, the Company (on may (i) sell or arrange for the Participant's behalf pursuant sale of Shares that Participant acquires under the Plan to this authorization). Depending on meet the withholding method, the Company and/or the Employer may withhold or account obligation for the Tax-Related Items Items, and/or (ii) withhold in Shares, provided that the Company only withholds the amount of Shares necessary to satisfy the minimum withholding amount. If the Company satisfies the Tax-Related Item withholding obligation by considering minimum statutory withholding amounts or other applicable withholding rates in a number of Shares as described herein, Participant will be deemed to have been issued the Participant's jurisdiction(s), including maximum applicable rates, in which case full number of Shares due to Participant at vesting, notwithstanding that a number of the Shares is held back solely for purposes of such Tax-Related Items. Finally, Participant may receive a refund of any over-withheld amount in cash through the Employer's normal payroll process and will have no entitlement shall pay 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. Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of his or her participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or Shares under the Plan and refuse to deliver the Shares or the proceeds from the sale of Shares, if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items. Items as described in this paragraph. View More
Found in Estee Lauder Cos. contract
Withholding. The Participant acknowledges that he or she may be required to pay to the Company or, if different, an Affiliate that employs the Participant (the "Employer"), and that the Company, the Employer, or Regardless of 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 imp...osed on action 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"), employer (the "Employer") takes with respect to any issuance, transfer, or all income tax, social security, payroll tax, or other taxable event under this Award Agreement tax-related withholding ("Tax-Related Items"), Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by Participant is and remains his 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 her responsibility. Furthermore, 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 Performance Share Units, including the grant or of the Performance Share Units, the vesting of the RSUs and Performance Share Units, the delivery of Shares, the subsequent sale of Shares acquired upon settlement under the Plan and the receipt of the Vested RSUs; any dividends; and (ii) do not commit to and are under no obligation to structure the terms of the grant of the Performance Share Units or any aspect of Participant's participation in the RSUs Plan to reduce or eliminate the Participant's his or her liability for Tax-Related Items Items. 3 Prior to the relevant taxable event, 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 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 satisfy all withholding obligations of the Company prior to and/or the 9 Vesting Date. Additionally, the Employer. 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 his or her wages or other cash compensation paid by the Company and/or the Employer or from proceeds of the sale of the Shares acquired upon settlement of under the Vested RSUs either through a voluntary sale Plan. Alternatively, or through a mandatory sale arranged by in addition, the Company (on may (i) sell or arrange for the Participant's behalf pursuant sale of Shares that Participant acquires under the Plan to this authorization). Depending on meet the withholding method, the Company and/or the Employer may withhold or account obligation for the Tax-Related Items Items, and/or (ii) withhold in Shares, provided that the Company only withholds the amount of Shares necessary to satisfy the minimum withholding amount. If the Company satisfies the Tax-Related Item withholding obligation by considering minimum statutory withholding amounts or other applicable withholding rates in a number of Shares as described herein, Participant will be deemed to have been issued the Participant's jurisdiction(s), including maximum applicable rates, in which case full number of Shares due to Participant at vesting, notwithstanding that a number of the Shares is held back solely for purposes of such Tax-Related Items. Finally, Participant may receive a refund of any over-withheld amount in cash through the Employer's normal payroll process and will have no entitlement shall pay 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. Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of his or her participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or Shares under the Plan and refuse to deliver the Shares or the proceeds from the sale of Shares, if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items. Items as described in this paragraph. View More
Found in Estee Lauder Cos. contract
Withholding. The Participant acknowledges that he or she may be required to pay to the Company or, if different, an Affiliate that employs the Participant (the "Employer"), and that the Company, the Employer, or Regardless of 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 imp...osed on action 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"), employer (the "Employer") takes with respect to any issuance, transfer, or all income tax, social security, payroll tax, or other taxable event under this Award Agreement tax-related withholding ("Tax-Related Items"), Participant acknowledges that the ultimate liability for all Tax- Related Items legally due by Participant is and remains his 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 her responsibility. Furthermore, 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 Performance Awards, including the grant or of the Performance Awards, the vesting of the RSUs and Performance Awards, the delivery of Shares, the subsequent sale of Shares acquired upon settlement under the Plan and the receipt of the Vested RSUs; any dividends; and (ii) do not commit to and are under no obligation to structure the terms of the grant of the Performance Awards or any aspect of Participant's participation in the RSUs Plan to reduce or eliminate the Participant's his or her liability for Tax-Related Items Items. Prior to the relevant taxable event, 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 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 satisfy all withholding obligations of the Company prior to and/or the 9 Vesting Date. Additionally, the Employer. 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 his or her wages or other cash compensation paid by the Company and/or the Employer or from proceeds of the sale of the Shares acquired upon settlement of under the Vested RSUs either through a voluntary sale Plan. Alternatively, or through a mandatory sale arranged by in addition, the Company (on may (i) sell or arrange for the Participant's behalf pursuant sale of Shares that Participant acquires under the Plan to this authorization). Depending on meet the withholding method, the Company and/or the Employer may withhold or account obligation for the Tax-Related Items Items, and/or (ii) withhold in Shares, provided that the Company only withholds the amount of Shares necessary to satisfy the minimum withholding amount. If the Company satisfies the Tax-Related Item withholding obligation by considering minimum statutory withholding amounts or other applicable withholding rates in a number of Shares as described herein, Participant will be deemed to have been issued the Participant's jurisdiction(s), including maximum applicable rates, in which case full number of Shares due to Participant at vesting, notwithstanding that a number of the Shares is held back solely for purposes of such Tax-Related Items. Finally, Participant may receive a refund of any over-withheld amount in cash through the Employer's normal payroll process and will have no entitlement shall pay 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. Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of his or her participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or Shares under the Plan and refuse to deliver the Shares or the proceeds from the sale of Shares, if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items. Items as described in this paragraph. View More
Found in PRO DEX INC contract
Withholding. The Participant acknowledges that he or she may be required to pay to the Company or, if different, an Affiliate that employs the Participant (the "Employer"), and that the Company, the Employer, or Regardless of 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 imp...osed on action 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"), employer (the "Employer") takes with respect to any issuance, transfer, or all income tax, social security, payroll tax, or other taxable event under this Award Agreement tax-related withholding ("Tax-Related Items"), Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by Participant is and remains his 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 her responsibility. Furthermore, 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 Performance Share Units, including the grant or of the Performance Share Units, the vesting of the RSUs and Performance Share Units, the delivery of Shares, the subsequent sale of Shares acquired upon settlement under the Plan and the receipt of the Vested RSUs; any dividends; and (ii) do not commit to and are under no obligation to structure the terms of the grant of the Performance Share Units or any aspect of Participant's participation in the RSUs Plan to reduce or eliminate the Participant's his or her liability for Tax-Related Items Items. Prior to the relevant taxable event, 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 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 satisfy all withholding obligations of the Company prior to and/or the 9 Vesting Date. Additionally, the Employer. 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 his or her wages or other cash compensation paid by the Company and/or the Employer or from proceeds of the sale of the Shares acquired upon settlement of under the Vested RSUs either through a voluntary sale Plan. Alternatively, or through a mandatory sale arranged by in addition, the Company (on may (i) sell or arrange for the Participant's behalf pursuant sale of Shares that Participant acquires under the Plan to this authorization). Depending on meet the withholding method, the Company and/or the Employer may withhold or account obligation for the Tax-Related Items Items, and/or (ii) withhold in Shares, provided that the Company only withholds the amount of Shares necessary to satisfy the minimum withholding amount. If the Company satisfies the Tax-Related Item withholding obligation by considering minimum statutory withholding amounts or other applicable withholding rates in a number of Shares as described herein, Participant will be deemed to have been issued the Participant's jurisdiction(s), including maximum applicable rates, in which case full number of Shares due to Participant at vesting, notwithstanding that a number of the Shares is held back solely for purposes of such Tax-Related Items. Finally, Participant may receive a refund of any over-withheld amount in cash through the Employer's normal payroll process and will have no entitlement shall pay 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. Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of his or her participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or Shares under the Plan and refuse to deliver the Shares or the proceeds from the sale of Shares, if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items. Items as described in this paragraph. View More
Found in Estee Lauder Cos. contract
Withholding. The Participant acknowledges that he or she may be required to pay to the Company or, if different, an Affiliate that employs the Participant (the "Employer"), and that the Company, the Employer, or Regardless of 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 imp...osed on action 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"), employer (the "Employer") takes with respect to any issuance, transfer, or all income tax, social security, payroll tax, or other taxable event under this Award Agreement tax-related withholding ("Tax-Related Items"), Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by Participant is and remains his 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 her responsibility. Furthermore, 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 Performance Share Units, including the grant or of the Performance Share Units, the vesting of the RSUs and Performance Share Units, the delivery of Shares, the subsequent sale of Shares acquired upon settlement under the Plan and the receipt of the Vested RSUs; any dividends; and (ii) do not commit to and are under no obligation to structure the terms of the grant of the Performance Share Units or any aspect of Participant's participation in the RSUs Plan to reduce or eliminate the Participant's his or her liability for Tax-Related Items Items. Prior to the relevant taxable event, 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 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 satisfy 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 minimum withholding obligations of the Company prior to and/or the 9 Vesting Date. Additionally, the Employer. In this regard, Participant authorizes the Company and/or the Employer to satisfy withhold the obligations with regard to all minimum applicable Tax-Related Items legally required to be paid by withholding Participant from his or her wages or other cash compensation paid by the Company and/or the Employer or from proceeds of the sale of the Shares acquired upon settlement of under the Vested RSUs either through a voluntary sale Plan. Alternatively, or through a mandatory sale arranged by in addition, the Company (on may (i) sell or arrange for the Participant's behalf pursuant sale of Shares that Participant acquires under the Plan to this authorization). Depending on the meet such withholding method, the Company and/or the Employer may withhold or account obligation 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 Items, and/or (ii) withhold such amount in cash through Shares, provided that the Employer's normal payroll process and Company only withholds the amount of Shares necessary to satisfy the minimum withholding amount. If the Company satisfies the Tax-Related Item withholding obligation by withholding a number of Shares as described herein, Participant will be deemed to have no entitlement been issued the full number of Shares due to Participant at vesting, notwithstanding that a number of the Share equivalent. The Shares is held back solely for purposes of such Tax-Related Items. Finally, 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 shall pay to the Company or the Employer. Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of his or her participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or Shares under the Plan and refuse to deliver the Shares or the proceeds from the sale of Shares, if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items. Items as described in this paragraph. View More
Found in 3 Contracts from Estee Lauder Cos.
Withholding. The Participant acknowledges that he Regardless of any action the Corporation or she may be required the Employer takes with respect to pay to the Company or, if different, an Affiliate that employs the Participant (the "Employer"), and that the Company, the Employer, any federal, state or any Affiliate shall have the right and are hereby authorized to withhold from any compensation or other amount owing to the Participant, applicable local income tax, social insurance, payroll tax, fringe benef...its tax, payment on account or 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 the Participant ("Tax-Related Items"), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant's responsibility and may exceed the amount actually withheld by the Company Corporation 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 Corporation and/or the Employer (i) (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including, but not limited to Award, including the grant grant, vesting or vesting exercise of the RSUs and Award, as applicable, the subsequent sale of Shares acquired upon settlement pursuant to the Plan and the receipt of the Vested RSUs; any dividends and/or dividend equivalents; and (ii) (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the RSUs Award to reduce or eliminate the Participant's liability for Tax-Related Items or achieve a any particular tax result. Further, if the Participant is has become subject to Tax-Related Items tax in more than one jurisdiction, jurisdiction between the Grant Date and the date of any relevant taxable event, the Participant acknowledges that the Company Corporation 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 Prior to time, permit any relevant taxable or tax withholding event, as applicable, the Participant to will pay or make adequate arrangements prior satisfactory 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 Participant authorizes the Company Corporation and/or the Employer Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (1) withholding from the Participant's wages or other cash compensation paid to the Participant by the Corporation and/or the Employer; (2) withholding from proceeds of the sale of Shares acquired upon settlement of under the Vested RSUs Plan either through a voluntary sale or through a mandatory sale arranged by the Company Corporation (on the Participant's behalf pursuant to this authorization). Depending authorization and any other authorization the Corporation and/or the broker designated by the Corporation may require the Participant to sign in connection with the sale of Shares); or (3) withholding Shares to be issued upon grant, vesting/settlement or exercise, as applicable. Calculation of the number of Shares to be withheld shall be made based on the withholding method, closing price of the Company Common Stock on the New York Stock Exchange on the date that the amount of tax to be withheld is determined. In no event, however, shall the Corporation be required to issue fractional Shares. With respect to an Award other than an Option, if adequate arrangements to satisfy the obligations with regard to all Tax-Related Items are not made by the Participant with the Corporation and/or the Employer prior to the relevant taxable event, the Corporation will satisfy such obligations as provided above in clause (3) of this paragraph. To avoid negative accounting treatment, the Corporation may withhold or account for the Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates rates. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant will be deemed to have been issued the full number of Shares subject to the Award, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Participant's participation in the Participant's jurisdiction(s), including maximum applicable rates, in which case Plan. 18 Finally, 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 shall pay to the Share equivalent. The Participant acknowledges that, regardless Corporation or the Employer any amount of any action taken Tax-Related Items that the Corporation or the Employer may be required to withhold or account for as a result of the Participant's participation in the 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 Corporation may refuse to issue or deliver the Shares or the proceeds from of the sale of Shares, Shares if the Participant fails to comply with his or her the Participant's obligations in connection with the Tax-Related Items. Items.The Administrator shall be authorized to establish such rules, forms and procedures as it deems necessary to implement the foregoing.7.Successors. The Award Agreements shall be binding upon and inure to the benefit of any successor or successors of the Corporation. "Participant" as used herein shall include the Participant's Beneficiary. View More
Found in McKesson Corp. contract
Withholding. (a) 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 Participant Participant's employer (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, 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 related to the Participant's participation in the Plan but are and legally applicable or deemed 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 and 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 the grant or vesting of the RSUs and the subsequent sale of Shares acquired upon settlement of the Vested RSUs; this option; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the RSUs this option 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 (b) In connection with any relevant taxable or tax withholding event, as applicable, the Participant to will make adequate arrangements prior satisfactory to the Vesting Date described herein Company and/or the Employer to pay the applicable satisfy all 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, Items. In this regard, the Participant authorizes the Company and/or the Employer Employer, or their respective agents, at their discretion, to satisfy the their obligations (if any) with regard to all Tax-Related Items by one or a combination of the following:(i) withholding from the Participant's wages or other cash compensation payable to the Participant by the Company, the Employer, or any parent or subsidiary; 2 (ii) withholding from proceeds of the sale of Shares acquired upon settlement exercise of the Vested RSUs this option 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 authorization without further consent); (iii) requiring the withholding method, Participant to tender a cash payment to the Company and/or or any parent or subsidiary in the Employer amount of the Tax-Related Items; (iv) withholding in Shares to be issued upon exercise of this option; and/or(v) any other method of withholding determined by the Company to be permitted under the Plan and, to the extent required by applicable law or the Plan, approved by the Board. (c) The Company may withhold or account for the Tax-Related Items by considering minimum statutory withholding amounts or other applicable withholding rates, including maximum withholding rates applicable in the Participant's jurisdiction(s), including maximum applicable rates, in which case jurisdiction(s). In the event of over-withholding, the Participant may receive a refund of any over-withheld amount in cash through the Employer's normal payroll process and will have (with 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 equivalent amount in Shares) from the Company or the Employer. Employer; otherwise, the Participant may be able to seek a refund from the local tax authority. In the event of under-withholding, the Participant may be required to pay any additional Tax-Related Items directly to the applicable tax authority. If the obligation for Tax-Related Items is satisfied by withholding Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the exercised option, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. The Company may refuse to honor the exercise of this option or refuse to issue or deliver the Shares or the proceeds from of the sale of Shares, if the Participant fails to comply with his or her their obligations in connection with the Tax-Related Items. Items.5. Nontransferability of Option. The Participant shall not sell, assign, transfer, pledge or otherwise encumber this option, either voluntarily or by operation of law, except (a) by will or the laws of descent and distribution, (b) pursuant to a qualified domestic relations order, or (c) if the Company consents, to or for the benefit of any immediate family member, family trust, family partnership or family limited liability company established solely for the benefit of the holder and/or an immediate family member of the holder. However, the Participant shall not transfer this option to any proposed transferee if, with respect to such proposed transferee, the Company would not be eligible to use a Form S-8 for the registration of the issuance and sale of the Shares subject to this option under the United States Securities Act of 1933, as amended. Unless this option is transferred in accordance with Sections 5(b) or (c) above, only the Participant may exercise this option during their lifetime. View More
Found in CIMPRESS N.V. contract