Withholding Contract Clauses (4,354)

Withholding. Distributions on the exercise of the Option by Non-Employee Directors are not subject to withholding of applicable taxes. The Participant shall be responsible for payment of all applicable taxes. In the event that such distributions become subject to withholding of applicable taxes, Participant will be required to make such payment to Company at the time of exercise, in addition to the payment set forth in Section 5 above.

Withholding. The Company shall be entitled to (a) withhold and deduct from Participant's future wages (or from other amounts that may be due and owing to Participant from the Company), or make other arrangement for the collection of, all legally required amounts necessary to satisfy any and all federal, state and local withholding and employment-related tax requirements attributable to the Stock awarded under this Certificate, including, without limitation, the award or vesting of, or payments of dividends w...ith respect to, the Stock; or (b) require Participant promptly to remit the amount of such withholding to the Company before taking any action with respect to the Stock. Unless the Company's Compensation Committee provides otherwise, withholding may be satisfied by withholding common stock to be received or by delivery to the Company of previously-owned common stock of the Company. Unless the tax withholding obligations of the Company are satisfied, the Company shall have no obligation to issue a certificate for such shares or release such shares from any escrow provided for herein. View More

Withholding. Optionee may elect to have the Company withhold from those shares of Stock that would otherwise be received upon exercise of the Option, a number of shares having a Fair Market Value equal to the minimum statutory amount necessary to satisfy the Company's applicable federal, state, local and foreign income and employment tax withholding obligations (collectively, "Withholding Obligations"). In the event Optionee does not notify the Company of his election to withhold shares of Stock and does not... remit to the Company, in cash, on or before the applicable taxable event, the full amount necessary to satisfy the Withholding Obligations, the Company shall withhold from those shares of Stock that would otherwise be issued upon exercise of the Option, a number of shares having a Fair Market Value equal to the Withholding Obligation. 9. Agreement Subject to Plan. No term or condition of this Agreement shall be construed or interpreted in a manner contrary to the purposes and provisions of the Plan, a copy of which may be obtained from the Secretary of the Company. Any question of interpretation arising under the Plan or this Agreement shall be resolved by the Committee. View More

Withholding. The Company shall have the power and the right to deduct or withhold automatically from any payment or Shares deliverable under this Award Agreement, or to require the Participant to remit to the Company, the minimum statutory amount to satisfy federal, state and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising as a result of this Award Agreement. The Participant may elect, subject to the approval of the Committee, in its so...le discretion, to satisfy the withholding requirement, in whole or in part, by having the Company withhold shares having a Fair Value equal to the minimum statutory total tax that could be imposed in connection with any such taxable event. View More

Withholding. The Company shall be entitled to withhold from payments to or on behalf of the Participant taxes and other authorized deductions.

Withholding. (a) Conditions to Issuance or Payment. Participant shall be solely responsible for any taxes payable on the receipt or transfer or vesting of Shares or payment of cash or other property under this Agreement. Participant shall promptly pay to the Company, or make arrangements satisfactory to the Company regarding payment of any federal, state or local taxes of any kind required by law to be withheld with respect to this Award. The Company shall have the authority to require Participant to remit t...o the Company, prior to issuance or delivery of any Shares or the removal of any stop order or transfer restrictions on the Shares or any restrictive legends on the certificates representing the Shares, an amount sufficient to satisfy federal, state and local income, employment and tax withholding requirements associated with this Award. (b) Share Withholding or Delivery. The Company, in its sole discretion, shall have the right to withhold Shares no longer restricted, or can withhold from cash or property, including cash or Shares under this Award, payable or issuable to the Participant, an amount equal to the federal, state and local tax withholding requirements associated with this Award. Any withholding from Shares will be limited to an amount equal to the Company's minimum statutory withholding requirement. (c) Other Withholding. Dividends are considered ordinary income and will be included on Participant's W-2 in the year of vesting. Additionally, taxes will be calculated and deducted from the total amount of dividend payment income. To the extent required for compliance with Section 162(m) of the Code, if applicable to Participant, the Committee shall have such authority and make such determination over the Award as necessary to comply with the terms of the Plan and Section 162(m) of the Code. RTI International Metals, Inc. Form of Restricted Stock or Restricted Stock Unit Award Participant acknowledges the receipt of tax information relating to the Award, including information on 83(b) elections and the need to consult Participant's own tax advisors. View More

Withholding. (a) In order to comply with all applicable federal, state and local tax laws or regulations, the Company may take such actions as it deems appropriate to ensure that all applicable federal, state and local payroll, withholding, income or other taxes are withheld or collected from the Participant. (b) In accordance with the terms of the Plan, and such rules as may be adopted by the Committee under the Plan, the Participant may elect to satisfy the Participant's federal, state and local tax withho...lding obligations arising from the receipt of, the vesting of or the lapse of restrictions relating to, the RSUs, by (i) delivering cash, check or money order payable to the Company, (ii) delivering to the Company other Common Stock, (iii) having the Company withhold a portion of the shares of Common Stock otherwise to be delivered having a Fair Market Value sufficient to satisfy the minimum withholding required with respect thereto to the extent permitted by the Company; or (iv) having the Company (or the Subsidiary of the Company that employs the Participant) withhold any amounts necessary to pay the minimum withholding required from the Participant's salary or other amounts payable to the Participant. The Company will not deliver any fractional shares of Common Stock but will instead round down to the next full number the amount of shares of Common Stock to be delivered. The Participant's election must be made on or before the date that any such withholding obligation with respect to the RSUs arises. If the Participant fails to timely make such an election, the Company shall have the right to withhold a portion of the shares of Common Stock otherwise to be delivered having a Fair Market Value equal to the statutory minimum amount of withholding with respect to applicable taxes, as determined by the Company in its sole discretion. The net settlement of the shares underlying the vested RSUs and the delivery of shares of Common Stock previously owned are hereby specifically authorized alternatives for the satisfaction of the foregoing withholding obligation. To the extent necessary to meet any obligation to withhold Federal Insurance Contributions Act taxes before delivery of the Shares, the Company is authorized to deduct those taxes from other current wages. -3- 7. Governing Law. This Award Certificate shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflicts of law provisions thereof. View More

Withholding. The Company has the right, prior to the issuance or delivery of any Shares in connection with the exercise of this Option, to withhold or require from you the amount necessary to satisfy applicable tax requirements, as determined by the Committee. The methods described in Section 5 may also be used by you to pay, or by the Company to satisfy, your withholding tax obligation.

Withholding. It shall be a condition of the obligation of the Company upon delivery of Common Stock or cash, as applicable, to the Employee pursuant to Section 2 above that the Employee pay to the Company such amount as may be requested by the Company for the purpose of satisfying any liability for any federal, state or local income or other taxes required by law to be withheld with respect to such Common Stock or cash, as applicable. The Company shall be authorized to take such action as may be necessary, i...n the opinion of the Company's counsel (including, without limitation, withholding Common Stock or cash, as applicable, otherwise deliverable to the Employee hereunder and/or withholding amounts from any compensation or other amount owing from the Company to the Employee), to satisfy the obligations for payment of the minimum amount of any such taxes. In addition, if the Company's accountants determine that there would be no adverse accounting implications to the Company, the Employee may be permitted to elect to use Common Stock otherwise deliverable to the Employee hereunder to satisfy any such obligations, subject to such procedures as the Company's accountants may require. The Employee is hereby advised to seek his own tax counsel regarding the taxation of the grant of RSUs made hereunder. View More

Withholding. The exercise of the Option in whole or in part constitutes authorization for the Company to withhold from payroll and other amounts due Optionee, including, if elected by Optionee, from Shares otherwise issuable upon exercise of the Option, any amounts required to satisfy any federal, state or local tax withholding obligations that may arise in connection with the Option. The Option may not be exercised unless all such tax withholding obligations are satisfied. Optionee may elect to have the Com...pany reduce the number of Shares otherwise issuable upon exercise of the Option by the number of whole Shares, rounded down, with a Market Value equal to or less than the amount of the withholding tax due. The Company will withhold any remaining withholding tax due from other payments owed to the undersigned. 3 Stock Option Agreement InfuSystem Holdings, Inc. Equity Plan 9. Related Matters. Notwithstanding anything herein to the contrary, additional conditions or restrictions related to the Option may be contained in the Plan. INFUSYSTEM HOLDINGS, INC. Date of Grant: By: , Optionee 4 Stock Option Agreement InfuSystem Holdings, Inc. Equity Plan STOCK OPTION EXERCISE FORM INFUSYSTEM HOLDINGS, INC. EQUITY PLAN InfuSystem Holdings, Inc. 31700 Research Park Drive Madison Heights, Michigan 48071 Dear Sir: The undersigned elects to exercise the Option to purchase shares ("Shares") of common stock, par value $0.0001 per share ("Common Stock") of InfuSystem Holdings, Inc. (the "Company") pursuant to the Stock Option Agreement dated . Capitalized term used but not defined herein shall have the meaning as in the InfuSystem Holdings Inc. Equity Plan. ̈ Delivered herewith is a certified or bank cashier's or teller's check and/or shares of Common Stock, valued at the Market Value of the Shares on the date of exercise, as set forth below. $ of cash or check Number of shares of Common Stock $ Total All shares of Common Stock delivered in satisfaction of the exercise price are free and clear of any liens, encumbrances, claims or security interests. The number of Shares withheld will be equal to the number of whole Shares, rounded down, with a Market Value equal to or less than the amount of the withholding tax due. The Company will withhold any remaining withholding tax due from other payments owed to the undersigned. The Option in all respects is subject to the terms and conditions of the InfuSystem Holdings, Inc. Equity Plan (the "Plan"), which is incorporated by reference herein, and the receipt of which is hereby acknowledged by Optionee. Any capitalized terms that are not defined in this Agreement shall have the same meaning as in the Plan. View More