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Tax Withholding. The Company and its Affiliates shall have the authority and the right to deduct or withhold, or require a Participant to remit to the Company or an Affiliate, an amount sufficient to satisfy federal, state, local and foreign taxes (including the Participant's social security, Medicare and any other employment tax obligation) required by law to be withheld with respect to any taxable event concerning a Participant arising in connection with any Award. The Administrator may in its sole discretion and in satisfaction of the foregoing requirement allow a Participant to satisfy such obligations by any payment means described in Section 10.1 hereof, including, without limitation, by allowing such Participant to elect to have the Company or an Affiliate withhold Shares otherwise issuable under an Award (or allow the surrender of Shares). The number of Shares which may be so withheld or surrendered shall be limited to the number of Shares which have a Fair Market Value on the date of withholding or repurchase no greater than 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 taxable income. The Administrator shall determine the fair market value of the Shares, consistent with applicable provisions of the Code, for tax withholding obligations due in connection with a broker-assisted cashless Option or Stock Appreciation Right exercise involving the sale of Shares to pay the Option or Stock Appreciation Right exercise price or any tax withholding obligation.

Tax Withholding. The Company and its Affiliates shall have the authority and the right to deduct or withhold, or requirecause to be withheld, Shares otherwise vesting or issuable under the Award having a Participant to remitFair Market Value equal to the Company or an Affiliate, an amount sufficient to satisfy federal, state, local and foreign taxes (including the Participant's social security, Medicare and any other employment tax obligation) required by lawsums to be withheld with respect to any taxable event concerning a Participant arising in connection with any Award. The Administrator may in its sole discretion and in satisfaction of the foregoing requirement allow a Participant to satisfy such obligations by any payment means described in Section 10.1 hereof, including, without limitation, by allowing such Participant to elect to have the Company or an Affiliate withhold Shares otherwise issuable under an Award (or allow the surrender of Shares).withheld. The number of Shares which mayshall be so withheld or surrendered shall be limited to the number of Shares which have a Fair Market Value on the date of withholding or repurchase no greater than the aggregate amount of such liabilities based on the minimummaximum statutory withholding rates in the applicable jurisdictions for federal, state, local and foreign income tax and payroll tax purposes that are applicable to such supplemental taxable income. The AdministratorNotwithstanding any other provision of this Agreement (including without limitation [Section 2.1(b)] hereof), the Company shall determinenot be obligated to deliver any new certificate representing Shares to the fair market valueParticipant or the Participant’s legal representative or to enter any such Shares in book entry form unless and until the Participant or the Participant’s legal representative, as applicable, shall have paid or otherwise satisfied in full the amount of all federal, state and local taxes applicable to the taxable income of the Shares, consistent with applicable provisionsParticipant resulting from the grant or vesting of the Code, for tax withholding obligations due in connection with a broker-assisted cashless OptionAward or Stock Appreciation Right exercise involving the saleissuance of Shares to pay the Option or Stock Appreciation Right exercise price or any tax withholding obligation.hereunder.

Tax Withholding. The Company and its AffiliatesTo the extent that the receipt, vesting or settlement of this Award results in compensation income or wages to the Participant for federal, state, local and/or foreign tax purposes, the Participant shall have the authority and the right to deduct or withhold, or require a Participant to remitmake arrangements satisfactory to the Company regarding the payment of, any income tax, social insurance contribution or an Affiliate, an amount sufficient to satisfy federal, state, local and foreignother applicable taxes (including the Participant's social security, Medicare and any other employment tax obligation)that are required by law to be withheld within respect of this Award, which arrangements include the delivery of cash or cash equivalents, shares of Stock (including previously owned shares of Stock (which is not subject to any taxable event concerningpledge or other security interest), net settlement, a Participant arising in connection with any Award. The Administrator may in its sole discretion and in satisfactionbroker-assisted sale, or other cashless withholding or reduction of the foregoing requirement allow a Participant to satisfy such obligations by any payment means described in Section 10.1 hereof, including, without limitation, by allowing such Participant to elect to have the Company or an Affiliate withhold Sharesamount of shares otherwise issuable under an Award (or allowor delivered pursuant to this Award), other property, or any other legal consideration the Committee deems appropriate. If such tax obligations are satisfied through net settlement or the surrender of Shares). Thepreviously owned shares of Stock, the maximum number of Shares whichshares of Stock that may be so withheld or surrendered(or surrendered) shall be limited to the number of Shares whichshares of Stock that have aan aggregate Fair Market Value on the date of withholding or repurchase no greater thansurrender equal to the aggregate amount of such tax liabilities determined based on the minimum statutorygreatest withholding rates for federal, state, local and/or foreign tax purposes, including payroll taxes, that may be utilized without creating adverse accounting treatment for the Company with respect to this Award, as determined by the Committee. Any fraction of a share of Stock required to satisfy such tax obligations shall be disregarded and foreign incomethe amount due shall be paid instead in cash to the Participant. The Participant acknowledges that there may be adverse tax and payroll tax purposes that are applicable to such supplemental taxable income. The Administrator shall determineconsequences upon the fair market valuereceipt, vesting or settlement of the Shares, consistent with applicable provisions of the Code, for tax withholding obligations due in connection with a broker-assisted cashless Optionthis Award or Stock Appreciation Right exercise involving the sale of Shares to pay the Option or Stock Appreciation Right exercise price or any tax withholding obligation.

Tax Withholding. The Company and its Affiliates shall have the authority and the right to deduct or withhold, or require a Participant to remit to the Company or an Affiliate, an amount sufficient to satisfy federal, state, local and foreign taxes (including the Participant'Company’s social security, Medicare and any other employment tax obligation) required by law to be withheld with respect to any taxable event concerning a Participant arisingobligations hereunder in connection with any Award. The Administrator may in its sole discretionAward shall be subject to applicable foreign, federal, state and in satisfactionlocal withholding tax requirements. Foreign, federal, state and local withholding tax due under the terms of the foregoing requirement allow a Participant to satisfy such obligations by any payment means describedPlan may be paid in Section 10.1 hereof, including, without limitation, by allowing such Participant to elect to have the Companycash or an Affiliate withhold Shares otherwise issuable under an Award (or allowshares of Common Stock (either through the surrender of Shares). The numberalready-owned shares of Shares which may be so withheld or surrendered shall be limitedCommon Stock that the Participant has held for the period required to avoid a charge to the numberCompany’s reported earnings or the withholding of Shares which haveshares of Common Stock otherwise issuable upon the exercise or payment of such Award) having a Fair Market Value onequal to the date ofrequired withholding or repurchase no greater thanand upon such other terms and conditions as the aggregate amount ofCommittee shall determine; provided, however, the Committee, in its sole discretion, may require that such liabilities based on the minimum statutory withholding rates for federal, state, localtaxes be paid in cash; and foreign income tax and payroll tax purposes that are applicableprovided, further, any election by a Participant subject to such supplemental taxable income. The Administrator shall determine the fair market valueSection 16(b) of the Shares, consistentExchange Act to pay his or her withholding tax in shares of Common Stock shall be subject to and must comply with applicable provisionsRule 16b-3 of the Code, for tax withholding obligations due in connection with a broker-assisted cashless Option or Stock Appreciation Right exercise involving the sale of Shares to pay the Option or Stock Appreciation Right exercise price or any tax withholding obligation.Exchange Act.

Tax Withholding. TheWithholding Requirements. Prior to the delivery of any Shares or cash pursuant to an Award (or exercise thereof) or such earlier time as any tax withholdings are due, the Company and(or any of its Affiliates shallParent, Subsidiaries, or affiliates employing or retaining the services of a Participant, as applicable) will have the authoritypower and the right to deduct or withhold, or require a Participant to remit to the Company (or any of its Parent, Subsidiaries, or an Affiliate,affiliates, as applicable) or a relevant tax authority, an amount sufficient to satisfy U.S. federal, state, locallocal, non-U.S., and foreignother taxes (including the Participant'Participant’s social security, Medicare and any other employment taxFICA obligation) required by law to be withheld or paid with respect to any taxable event concerning a Participant arising in connection with any Award. The Administrator may in its sole discretion and in satisfaction of the foregoing requirement allow a Participant to satisfy such obligations by any payment means described in Section 10.1 hereof, including, without limitation, by allowing such Participant to elect to have the Company or an Affiliate withhold Shares otherwise issuable under an Award (or allow the surrender of Shares). The number of Shares which may be so withheld or surrendered shall be limited to the number of Shares which have a Fair Market Value on the date of withholding or repurchase no greater than 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 taxable income. The Administrator shall determine the fair market value of the Shares, consistent with applicable provisions of the Code, for tax withholding obligations due in connection with a broker-assisted cashless Option or Stock Appreciation Right exercise involving the sale of Shares to pay the Option or Stock Appreciation Right exercise price or any tax withholding obligation.thereof).

Tax Withholding. The Company and its Affiliates shall havePursuant to Article 14 of the authorityPlan, the Committee has the power and the right to deduct or withhold, or require athe Participant to remit to the Company or an Affiliate,Company, an amount sufficient to satisfy any federal, state,state and local and foreign taxes (including the Participant's social security, Medicare and any other employment tax obligation)FICA obligations) required by law to be withheld with respect to any taxable event concerning a Participant arising in connection with any Award.the Award and Dividend Equivalents. The AdministratorCommittee may in its sole discretion and incondition the delivery of vested Shares upon the Participant's satisfaction of the foregoingsuch withholding obligations. The withholding requirement allow a Participant to satisfy such obligationsfor Shares will be satisfied by any payment means described in Section 10.1 hereof, including, without limitation, by allowing such Participant to elect to have the Company or an Affiliate withholdwithholding Shares otherwise issuable under an Award (or allow the surrender of Shares). The number of Shares which may be so withheld or surrendered shall be limited to the number of Shares which havehaving a Fair Market Value on the date of withholding or repurchase no greater than the aggregate amount of such liabilities based on the minimum statutory withholding rates for federal, state, local and foreignequal to federal income tax withholding obligations using an IRS accepted methodology plus additional amounts for state and local tax purposes, as applicable, including payroll tax purposestaxes, that are applicable to such supplemental taxable income. The Administrator shall determineincome but with rates not to exceed the fair market valuemaximum effective statutory rates, unless the Participant elects, in a manner satisfactory to the Committee, to remit an amount to satisfy the withholding requirement subject to such restrictions or limitations that the Committee, in its sole discretion, deems appropriate. Such election must be made before, and is irrevocable after, December 15 of the Shares, consistent with applicable provisions oflast year in the Code, for tax withholding obligations due in connection with a broker-assisted cashless OptionVesting Schedule, and cannot be made or Stock Appreciation Right exercise involvingrevoked while the sale ofParticipant possesses information that will be material nonpublic information at the time the Shares to payare issued such that the Option or Stock Appreciation Right exercise price or any tax withholding obligation.Participant would be prohibited from trading on the Company’s stock under its Insider Trading Policy.

Tax Withholding.Payment in Stock. The Administrator may cause any tax withholding obligation of the Company or any applicable Subsidiary to be satisfied, in whole or in part, by the Company withholding from shares of Stock to be issued pursuant to any Award a number of shares with an aggregate Fair Market Value (as of the date the withholding is effected) that would satisfy the withholding amount due; provided, however, that the amount withheld does not exceed the maximum statutory rate or such lesser amount as is necessary to avoid liability accounting treatment. For purposes of share withholding, the Fair Market Value of withheld shares shall be determined in the same manner as the value of Stock includible in income of the Participants. The Administrator may also require any tax withholding obligation of the Company or any applicable Subsidiary to be satisfied, in whole or in part, by an arrangement whereby a certain number of shares of Stock issued pursuant to any Award are immediately sold and its Affiliates shall have the authority and the right to deduct or withhold, or require a Participant to remitproceeds from such sale are remitted to the Company or an Affiliate,any applicable Subsidiary in an amount sufficient tothat would satisfy federal, state, local and foreign taxes (including the Participant's social security, Medicare and any other employment tax obligation) required by law to be withheld with respect to any taxable event concerning a Participant arising in connection with any Award. The Administrator may in its sole discretion and in satisfaction of the foregoing requirement allow a Participant to satisfy such obligations by any payment means described in Section 10.1 hereof, including, without limitation, by allowing such Participant to elect to have the Company or an Affiliate withhold Shares otherwise issuable under an Award (or allow the surrender of Shares). The number of Shares which may be so withheld or surrendered shall be limited to the number of Shares which have a Fair Market Value on the date of withholding or repurchase no greater than 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 taxable income. The Administrator shall determine the fair market value of the Shares, consistent with applicable provisions of the Code, for tax withholding obligations due in connection with a broker-assisted cashless Option or Stock Appreciation Right exercise involving the sale of Shares to pay the Option or Stock Appreciation Right exercise price or any tax withholding obligation.due.

Tax Withholding. The Company and its Affiliatesor an Affiliate, as the case may be, shall have the authority and the right to deduct from payments of any kind otherwise due to a Grantee any federal, state or withhold, or require a Participant to remit to the Company or an Affiliate, an amount sufficient to satisfy federal, state, local and foreign taxes (including the Participant's social security, Medicare andof any other employment tax obligation)kind required by law to be withheld with respect to the vesting of or other lapse of restrictions applicable to an Award or upon the issuance of any taxable event concerningshares of Stock upon the exercise of an Option or pursuant to any other Award. At the time of such vesting, lapse or exercise, the Grantee shall pay in cash to the Company or an Affiliate, as the case may be, any amount that the Company or such Affiliate may reasonably determine to be necessary to satisfy such withholding obligation; provided that if there is a Participant arising in connection with any Award. The Administratorsame-day sale of shares of Stock subject to an Award, the Grantee shall pay such withholding obligation on the day on which such same-day sale is completed. Subject to the prior approval of the Company or an Affiliate, which may be withheld by the Company or such Affiliate, as the case may be, in its sole discretion and in satisfaction ofdiscretion, the foregoing requirement allow a ParticipantGrantee may elect to satisfy such obligationswithholding obligation, in whole or in part, # by causing the Company or such Affiliate to withhold shares of Stock otherwise issuable to the Grantee or # by delivering to the Company or such Affiliate shares of Stock already owned by the Grantee. The shares of Stock so withheld or delivered shall have an aggregate Fair Market Value equal to such withholding obligation. The Fair Market Value of the shares of Stock used to satisfy such withholding obligation shall be determined by the Company or such Affiliate as of the date on which the amount of tax to be withheld is to be determined. A Grantee who has made an election pursuant to this Section 18.3 may satisfy such Grantee’s withholding obligation only with shares of Stock that are not subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements. The maximum number of shares of Stock that may be withheld from any Award to satisfy any federal, state or local tax withholding requirements upon the exercise, vesting or lapse of restrictions applicable to any Award or payment means describedof shares of Stock pursuant to such Award, as applicable, may not exceed such number of shares of Stock having a Fair Market Value equal to the minimum statutory amount required by the Company or the applicable Affiliate to be withheld and paid to any such federal, state or local taxing authority with respect to such exercise, vesting, lapse of restrictions or payment of shares of Stock. Notwithstanding the immediately prior sentence, the Committee, subject to its having considered the applicable accounting impact of any such determination, may allow Grantees to satisfy, in Section 10.1 hereof, including, without limitation,whole or in part, any additional income, employment and/or other applicable taxes payable by allowing such Participantthem with respect to electan Award by electing to have the Company withhold upon the exercise, vesting or lapse of restrictions applicable to any Award or payment of shares of Stock pursuant to such Award, as applicable, shares of Stock having an Affiliate withhold Shares otherwise issuable under an Award (or allow the surrender of Shares). The number of Shares which may be so withheld or surrendered shall be limited to the number of Shares which have aaggregate Fair Market Value on the date of withholding or repurchase nothat is greater than the aggregateapplicable minimum statutory amount (but such withholding may in no event be in excess of the maximum statutory withholding amounts in relevant tax jurisdictions). Notwithstanding Section 2.22 or this Section 18.3, for purposes of determining taxable income and the amount of such liabilities basedthe related tax withholding obligation pursuant to this Section 18.3, for any shares of Stock subject to an Award that are sold by or on behalf of a Grantee on the minimum statutory withholding rates for federal, state, local and foreign income tax and payroll tax purposes that are applicablesame date on which such shares may first be sold pursuant to such supplemental taxable income. The Administrator shall determine the fair market valueterms of the Shares, consistent with applicable provisionsrelated Award Agreement, the Fair Market Value of the Code, for tax withholding obligations due in connection with a broker-assisted cashless Option or Stock Appreciation Right exercise involvingsuch shares shall be the sale price of Shares to paysuch shares on such date (or if sales of such shares are effectuated at more than one sale price, the Optionweighted average sale price of such shares on such date), so long as such Grantee has provided the Company, or Stock Appreciation Right exercise priceits designee or any tax withholding obligation.agent, with advance written notice of such sale.

Tax Withholding. TheSection # Withholding Requirements. Prior to the delivery of any Shares or cash pursuant to the payment or exercise of an Award, the Company and its Affiliates shall have the authoritypower and the right to deduct or withhold, or require a Participant to remit to the Company or an Affiliate,Company, an amount sufficient to satisfy all federal, state, and local income and foreignemployment taxes (including the Participant's social security, Medicare and any other employment tax obligation) required by law to be withheld with respect to any taxable event concerning a Participant arising in connection with any Award. The Administrator may in its sole discretion and in satisfaction of the foregoing requirement allow a Participant to satisfy such obligations by any payment means described in Section 10.1 hereof, including, without limitation, by allowing such Participant to elect to have the Company or an Affiliate withhold Shares otherwise issuable under an Award (or allow the surrender of Shares). The number of Shares which may be so withheld or surrendered shall be limited to the number of Shares which have a Fair Market Value on the date of withholding or repurchase no greater than the aggregate amountexercise 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 taxable income. The Administrator shall determine the fair market value of the Shares, consistent with applicable provisions of the Code, for tax withholding obligations due in connection with a broker-assisted cashless Option or Stock Appreciation Right exercise involving the sale of Shares to pay the Option or Stock Appreciation Right exercise price or any tax withholding obligation.Award.

Tax Withholding. The CompanyCompany’s obligation to issue or deliver Shares or pay any amount pursuant to the terms of any Award granted hereunder shall be subject to satisfaction of applicable federal, state, local, and its Affiliates shall haveforeign tax withholding requirements. To the authorityextent provided in the applicable Agreement and in accordance with rules prescribed by the right to deduct or withhold, or requireCommittee, a Participant to remit tomay satisfy any such withholding tax obligation by one or any combination of the following means: # tendering a cash payment, # authorizing the Company or an Affiliate, an amount sufficient to satisfy federal, state, local and foreign taxes (including the Participant's social security, Medicare and any other employment tax obligation) required by law to be withheld with respect to any taxable event concerning a Participant arising in connection with any Award. The Administrator may in its sole discretion and in satisfaction of the foregoing requirement allow a Participant to satisfy such obligations by any payment means described in Section 10.1 hereof, including, without limitation, by allowing such Participant to elect to have the Company or an Affiliate withhold Shares otherwise issuable under an Award (or allow the surrender of Shares). The number of Shares which may be so withheld or surrendered shall be limited to the number of Shares which have a Fair Market Value onParticipant, or # delivering to the date of withholding or repurchase no greater than the aggregate amount of such liabilities based on the minimum statutory withholding rates for federal, state, localCompany already-owned and foreign income tax and payroll tax purposes that are applicable to such supplemental taxable income. The Administrator shall determine the fair market value of the Shares, consistent with applicable provisions of the Code, for tax withholding obligations due in connection with a broker-assisted cashless Option or Stock Appreciation Right exercise involving the sale of Shares to pay the Option or Stock Appreciation Right exercise price or any tax withholding obligation.unencumbered Shares.

Tax Withholding. The Company and its Affiliates shall have the authority and the rightallow Participants to deduct or withhold, or require a Participant to remitsatisfy withholding income tax obligations by # payment to the Company or an Affiliate, an amount sufficient to satisfy federal, state, local and foreign taxes (including the Participant's social security, Medicare and any other employment tax obligation) required by law to be withheld with respect to any taxable event concerning a Participant arising in connection with any Award. The Administrator may in its sole discretion and in satisfaction of the foregoing requirement allow a Participant to satisfyamount of such obligationswithholding obligation by any payment means described in Section 10.1 hereof, including, without limitation, by allowing such Participant to electcash, wire transfer, certified check or bank draft, # electing to have the Company withhold from the Shares or an Affiliate withhold Shares otherwise issuable undercash to be issued upon exercise or vesting of an Award (or allow the surrender of Shares). Thethat number of Shares which may be so withheld or surrendered shall be limited to the number of Shares which havecash having a Fair Market Value on the date of withholdingequal to or repurchase no greaterless than the aggregate amount of such liabilities based on the minimummaximum statutory withholding ratesrate for federal, state, local and foreignthe applicable jurisdiction or # a combination of the above; provided, however, that Participants shall not be entitled to satisfy withholding income tax and payroll tax purposes that are applicableobligations by having Shares withheld pursuant to such supplemental taxable income. The Administrator shall determine[clause (2) above] if the fair market value of the Shares, consistent with applicable provisions of the Code, forincome tax withholding obligations duearise in connection with a broker-assisted cashless OptionLiquidity Event or following an initial public offering of the Common Stock Appreciation Right exercise involving(or the salesecurities that are subject to the Award following an adjustment pursuant to [Section 16]) to the extent that following the initial public offering there are not, at the time the income tax withholding is due, any legal or contractual restrictions on the ability of the Participants to sell such Shares in the public market as may be necessary to fund the required withholding income taxes. The Fair Market Value of any Shares to paybe withheld shall be determined on the Optiondate that the amount of income tax to be withheld is to be determined, and all requests by a Participant to have Shares or Stock Appreciation Right exercise pricecash withheld for this purpose shall be made in such form and under such conditions as the Administrator may deem necessary or any tax withholding obligation.advisable;

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