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Payment in Stock. Subject to approval by the Administrator, a grantee may elect to have the Company’s required tax withholding obligation satisfied, in whole or in part, by authorizing the Company to withhold 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 tax rate or such lesser amount as is necessary to avoid adverse accounting treatment or as determined by the Administrator. The Administrator may also require Awards to be subject to mandatory share withholding up to the required withholding amount. 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 grantees. The Administrator may also require the Company’s tax withholding obligation 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 proceeds from such sale are remitted to the Company in an amount that would satisfy the withholding amount due.

Payment in Stock. Subject to approval by the Administrator, a granteeThe Administrator may elect to have the Company’s requiredcause any tax withholding obligation of the Company or any applicable Subsidiary to be satisfied, in whole or in part, by authorizing the Company to withholdwithholding 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 tax rate or such lesser amount as is necessary to avoid adverseliability accounting treatment or as determined by the Administrator. The Administrator may also require Awards to be subject to mandatory share withholding up to the required withholding amount.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 grantees.Participants. The Administrator may also require the Company’sany 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 proceeds from such sale are remitted to the Company or any applicable Subsidiary in an amount that would satisfy the withholding amount due.

PaymentThe Company or an Affiliate, as the case may be, shall have the right to deduct from payments of any kind otherwise due to a Grantee any federal, state or local taxes of any 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 shares 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 Stock.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 same-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 Administrator, a granteeCompany or such Affiliate, as the case may be, in its sole discretion, the Grantee may elect to have the Company’s required taxsatisfy such withholding obligation satisfied,obligation, in whole or in part, # by authorizingcausing the Company or such Affiliate to withhold from shares of Stock otherwise issuable to be issued pursuantthe Grantee or # by delivering to any Award a numberthe Company or such Affiliate shares of Stock already owned by the Grantee. The shares withof Stock so withheld or delivered shall have an aggregate Fair Market Value (asequal 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 the withholding is effected) that would satisfy the withholding amount due; provided, however, thaton which the amount of tax to be withheld doesis 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 of 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 whole or in part, any additional income, employment and/or other applicable taxes payable by them with respect to an 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 aggregate Fair Market Value that is greater than the applicable minimum statutory amount (but such withholding may in no event be in excess of the maximum statutory withholding amounts in relevant tax ratejurisdictions). Notwithstanding Section 2.22 or such lesserthis Section 18.3, for purposes of determining taxable income and the amount as is necessaryof the related tax withholding obligation pursuant to avoid adverse accounting treatment or as determined by the Administrator. The Administrator may also require Awards to bethis Section 18.3, for any shares of Stock subject to mandatory share withholding upan Award that are sold by or on behalf of a Grantee on the same date on which such shares may first be sold pursuant to the required withholding amount. For purposesterms of share withholding,the related Award Agreement, the Fair Market Value of withheldsuch shares shall be determined in the same mannersale price of such shares on such date (or if sales of such shares are effectuated at more than one sale price, the weighted average sale price of such shares on such date), so long as such Grantee has provided the valueCompany, or its designee or agent, with advance written notice of Stock includible in income of the grantees. The Administrator may also require the Company’s tax withholding obligation 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 proceeds from such sale are remitted to the Company in an amount that would satisfy the withholding amount due.sale.

PaymentTo the extent permissible under applicable tax, securities and other laws, the Administrator may, in Stock. Subjectits sole discretion and upon such terms and conditions as it may deem appropriate, permit a Grantee to approval by the Administrator, a grantee may electsatisfy his or her obligation to have the Company’s required taxpay any withholding obligation satisfied,tax, in whole or in part, with Shares up to an amount not greater than the Company’s minimum statutory withholding rate for federal and state tax purposes, including payroll taxes, that are applicable to such supplemental taxable income. The Administrator may exercise its discretion, by authorizing# directing the Company to withholdapply Shares to which the Grantee is entitled as a result of the exercise of an Award, or # delivering to the Company Shares that have been owned by the Grantee for more than six months, unless the delivery of Shares is otherwise exempt from sharesSection 16 of Stock to be issuedthe Exchange Act. A Grantee who has made an election pursuant to this Section 17.2 may satisfy his or her withholding obligation only with Shares that are not subject to any Award a number of shares with an aggregaterepurchase, forfeiture, unfulfilled vesting or other similar requirements. The Shares so applied or delivered for the withholding obligation shall be valued at their Fair Market Value (asas of the date the withholding is effected) that would satisfy the withholding amount due; provided, however, thatof measurement of the amount withheld does not exceed the maximum statutory tax rate or such lesser amount as is necessary to avoid adverse accounting treatment or as determined by the Administrator. The Administrator may also require Awards to beof income subject to mandatory share withholding up to the required withholding amount. 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 grantees. The Administrator may also require the Company’s tax withholding obligation 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 proceeds from such sale are remitted to the Company in an amount that would satisfy the withholding amount due.withholding.

Payment in Stock. Subject to approvalallow Grantee to satisfy withholding tax obligations by the Administrator, a grantee may electelecting to have the Company’s required tax withholding obligation satisfied, in whole or in part, by authorizing the Company to[[Plan Administrator:Organization]] withhold from shares of Stockthe Shares to be issued pursuant to any Awardhaving 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, thatequal to the amount withheld does not exceed the maximum statutory tax rate or such lesser amount as is necessary to avoid adverse accounting treatment or as determined by the Administrator. The Administrator may also require Awardsrequired to be subjectwithheld (but not more than the amount required to mandatory share withholding up to the required withholding amount. For purposes of share withholding, thebe withheld). The Fair Market Value of the Shares to be withheld shares shall be determined on the date that the amount of tax to be withheld is to be determined. All elections by an Grantee to have Shares withheld for this purpose shall be made in the same mannersuch form and under such conditions as the value of Stock includible in income of the grantees. The Administrator may also require the Company’s tax withholding obligation to be satisfied, in wholedeem necessary or in part, by an arrangement whereby a certain number of shares of Stock issued pursuant to any Award are immediately soldadvisable; and proceeds from such sale are remitted to the Company in an amount that would satisfy the withholding amount due.

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