Withholding Contract Clauses (4,354)

Withholding. As a condition precedent to the issuance, transfer or vesting of the Performance Stock Units (or Earned Performance Stock Units) or any shares of Stock (or cash) in settlement thereof, any federal, state or local withholding tax obligations that may arise shall be satisfied through the surrender of Stock or cash to which the Participant is otherwise entitled pursuant to this Award Agreement unless otherwise specifically agreed by the Company; provided, however, that in no event will the number o...f shares of Stock (or the amount of cash) surrendered exceed the Company's minimum statutory withholding obligation (based on minimum statutory withholding rates for Federal and state tax purposes, including payroll taxes, that are applicable to such supplemental taxable income). View More

Withholding. Optionee hereby agrees to make appropriate arrangements with the Company, Parent or Subsidiary corporation employing Optionee for the satisfaction of all Federal, state, local or foreign income tax withholding requirements and other tax requirements applicable to the exercise of this Option (including FICA or employment tax obligation). In the Company's sole discretion, the Company may elect, and you hereby authorize the Company, to withhold from fully vested shares of Common Stock otherwise iss...uable to Optionee upon the exercise of this Option a number of whole shares of Common Stock in such amounts as the Company determines are necessary, at fair market value on the date of exercise, equal to the aggregate amount of such liabilities based on the minimum statutory withholding rates for federal, state, local and foreign income tax and payroll tax purposes that are applicable to such supplemental tax income. 7 EX-10.2 3 a15-6935_1ex10d2.htm EX-10.2 EXHIBIT 10.2 GERON CORPORATION 2011 INCENTIVE AWARD PLAN NON-EMPLOYEE DIRECTOR STOCK OPTION AGREEMENT RECITALS A. The Board of Directors of Geron Corporation (the "Company") has adopted the Geron Corporation 2011 Incentive Award Plan (the "Plan") for the purpose of attracting and retaining the services of selected key employees (including officers and directors), non-employee members of the Board of Directors and consultants who contribute to the financial success of the Company or its Parent or Subsidiary corporations. B. Optionee is an individual who is to render valuable services to the Company or its Parent or Subsidiary corporations, and this Agreement is executed pursuant to, and is intended to carry out the purposes of, the Plan in connection with the Company's grant of a stock option to Optionee. NOW, THEREFORE, it is hereby agreed as follows: 1. Grant of Option. Subject to and upon the terms and conditions set forth in this Stock Option Agreement (this "Agreement"), the Company hereby grants to Optionee, as of the grant date (the "Grant Date") specified in the accompanying Notice of Grant of Stock Option (the "Grant Notice"), a stock option (the "Option") to purchase up to that number of shares of the Company's Common Stock (the "Option Shares") as is specified in the Grant Notice. Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in the Plan. The Option Shares shall be purchasable from time to time during the option term at the option price per share (the "Option Price") specified in the Grant Notice. View More

Withholding. Distributions pursuant to this Plan shall be subject to all applicable federal and state tax and withholding requirements.

Withholding. The Company is hereby authorized to withhold from any consideration payable or property transferable to the Optionee any taxes required to be withheld by applicable law in connection with the grant or exercise of this Option or the vesting or disposition of the Option Shares.

Withholding. If the Company is obligated to withhold an amount on account of any tax imposed as a result of the exercise of the Option, the Grantee shall be required to pay such amount to the Company, or make arrangements satisfactory to the Company regarding the payment of such amount, as provided in Section 17 of the Plan. The obligations of the Company under the Plan shall be conditional on such payment or arrangements, and the Company shall, to the extent permitted by law, have the right to deduct any su...ch taxes from any payment otherwise due to the Grantee. The Grantee acknowledges and agrees that he is responsible for the tax consequences associated with the grant and exercise of the Option. View More

Withholding. The Company may withhold from any payments or benefits under this Agreement, including, but not limited to, any payments under Paragraphs 4(a), (c), (d), (e), and (f) of this Agreement, all federal, state, or local taxes or other amounts, as may be required pursuant to applicable law, government regulation, or ruling.

Withholding. The Award Recipient authorizes the Company to withhold from his or her compensation, including RSUs subject to the Award and the Settlement Shares issuable hereunder, to satisfy any income and employment tax withholding obligations in connection with the Award. No later than the date as of which an amount first becomes includible in the gross income of the Award Recipient for Federal income tax purposes with respect to any Settlement Shares subject to the Award, the Award Recipient shall pay to ...the Company, or make arrangements satisfactory to the Company regarding the payment of, all Federal, state and local income and employment taxes that are required by applicable laws and regulations to be withheld with respect to such amount. The Award Recipient agrees that the Company may delay delivery of the Settlement Shares until proper payment of such taxes has been made by the Award Recipient. If required pursuant to the Company's policy as applied to the Award Recipient or elected by the Award Recipient, to the extent permitted by law, tax withholding obligations in respect of the Award shall be satisfied by authorizing the Company to withhold (provided the amount withheld does not exceed the maximum statutory tax rate in the Award Recipient's applicable tax jurisdiction or such lesser amount as is necessary to avoid adverse accounting treatment for the Company) from the Settlement Shares otherwise issuable to the individual pursuant to the settlement of the Award, a number of shares having a Fair Market Value, as of the Tax Withholding Date, which will satisfy the amount of the withholding tax obligation. Further, unless determined otherwise by the Committee, the Award Recipient may satisfy such obligations under this paragraph 16 by any method authorized under Section 9 of the Plan. View More

Withholding. The Company may withhold from any amounts payable under this Plan all federal, state, city or other taxes as the Company are required to withhold pursuant to any law or government regulation or ruling.

Withholding. All payments made by the Company to the Employee, or to his estate, shall be subject to the withholding of such amounts including, without limitation, FICA and other payroll taxes and any other assessments, as the Company determines should be withheld or paid pursuant to any applicable law or regulation.

Withholding. No Shares shall be delivered pursuant to any exercise of the Vested Portion of an Option until payment in full of the Exercise Price therefor is received by the Company and the Participant has paid to the Company an amount equal to any Federal, state, local and non-U.S. income and employment taxes and other applicable taxes required to be withheld in accordance with the terms of this Agreement and the Plan. The Participant shall be required to pay to the Company or any Affiliate and the Company ...or its Affiliates shall have the right and are authorized to withhold any applicable withholding or other applicable taxes in respect of an Option, its exercise, or any payment or transfer under or with respect to an Option and to take such other action as may be necessary in the opinion of the Committee to satisfy all obligations for the payment of such withholding or other applicable taxes. View More