Special Rules. In the case of a Participant other than an Employee (or in the case of an Employee where the next payroll payment is not sufficient to satisfy such tax obligations, with respect to any remaining tax obligations), in the absence of any other arrangement and to the extent permitted under Applicable Law, the Participant shall be deemed to have elected to have the Company withhold from the Shares or cash to be issued pursuant to an Award that number of Shares having a Fair Market Value determined as of the applicable Tax Date (as defined below) or cash equal to the amount required to be withheld. For purposes of this Section 11, the Fair Market Value of the Shares to be withheld shall be determined on the date that the amount of tax to be withheld is to be determined under the Applicable Law (the “Tax Date”).
Special Rules. InThis [Section 11(a)(iii)] shall apply only after the date, if any, upon which the Common Stock becomes a Listed Security. Unless otherwise provided by the Administrator, in the case of a Participant other than an Employee (or in the case of an Employee where the next payroll payment is not sufficient to satisfy such tax obligations, with respect to any remaining tax obligations), in the absence of any other arrangement and to the extent permitted under the Applicable Law,Laws, the Participant shall be deemed to have elected to have the Company withhold from the Shares or cash to be issued pursuant to anupon exercise or settlement of the Award that number of Shares having a Fair Market Valuefair market value determined as of the applicable Tax Date (as defined below) or cash equal to the minimum amount required to be withheld. For purposes of this Section 11, the Fair Market Valuefair market value of the Shares to be withheld shall be determined on the date that the amount of tax to be withheld is to be determined under the Applicable LawLaws (the “Tax Date”Tax Date).
Special Rules. In the case of a Participant other than an Employee (or in the case of an Employee where the next payroll payment is not sufficientallow Participants to satisfy suchwithholding income tax obligations, with respect to any remaining tax obligations), in the absence of any other arrangement andobligations by # payment to the extent permitted under Applicable Law,Company of the Participant shall be deemed to have electedamount of such withholding obligation by cash, wire transfer, certified check or bank draft, # electing to have the Company withhold from the Shares or cash to be issued pursuant toupon exercise or vesting of an Award that number of Shares or cash having a Fair Market Value determined asequal to or less than the maximum statutory withholding rate for the applicable jurisdiction or # a combination of the applicable Tax Date (as defined below)above; provided, however, that Participants shall not be entitled to satisfy withholding income tax obligations by having Shares withheld pursuant to [clause (2) above] if the income tax withholding obligations arise in connection with a Liquidity Event or cash equalfollowing an initial public offering of the Common Stock (or the securities that are subject to the amountAward 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 to be withheld. For purposes of this Section 11, thewithholding income taxes. The Fair Market Value of theany Shares to be withheld shall be determined on the date that the amount of income tax to be withheld is to be determineddetermined, and all requests by a Participant to have Shares or cash withheld for this purpose shall be made in such form and under such conditions as the Applicable Law (the “Tax Date”).Administrator may deem necessary or advisable;
Special Rules. In order to comply with all applicable federal, state, local or foreign income tax laws or regulations, the caseCompany may take such action as it deems appropriate to ensure that all applicable federal, state, local or foreign payroll, withholding, income or other taxes, which are the sole and absolute responsibility of a Participant, are withheld or collected from such Participant. In order to assist a Participant other thanin paying all or a portion of the applicable taxes to be withheld or collected upon exercise or receipt of (or the lapse of restrictions relating to) an Employee (orAward, the Committee, in its discretion and subject to such additional terms and conditions as it may adopt, may permit the case of an Employee where the next payroll payment is not sufficientParticipant to satisfy such tax obligations, with respect to any remaining tax obligations), in the absence of any other arrangement and to the extent permitted under Applicable Law, the Participant shall be deemed to have electedobligation by # electing to have the Company withhold froma portion of the Shares or cashotherwise to be issued pursuant to andelivered upon exercise or receipt of (or the lapse of restrictions relating to) such Award that number of Shares havingwith a Fair Market Value determined as of the applicable Tax Date (as defined below) or cash equal to the amount requiredof such taxes or # delivering to be withheld. For purposesthe Company Shares other than Shares issuable upon exercise or receipt of this Section 11,(or the lapse of restrictions relating to) such Award with a Fair Market Value equal to the amount of the Shares tosuch taxes. The election, if any, must be withheld shall be determinedmade on or before the date that the amount of tax to be withheld is to be determined under the Applicable Law (the “Tax Date”).determined.
Special Rules. InWithholding Taxes. The Company or any of its subsidiaries shall have the caseright to retain and withhold the amount of a Participant other than an Employee (or in the case of an Employee where the next payroll payment is not sufficienttaxes required by any government to satisfy such tax obligations,be withheld or otherwise deducted and paid with respect to any remaining tax obligations), in the absence of any other arrangement andAward Shares, provided that the Company or a subsidiary shall withhold only the minimum amount necessary to the extent permitted under Applicable Law,satisfy applicable statutory withholding requirements unless the Participant shall be deemed to havehas elected to have an additional amount (up to the maximum allowed by law) withheld. At its discretion, the Committee may require the Participant to reimburse the Company withhold from the Shares or cashfor any such taxes required to be issued pursuantwithheld by the Company and to an Award that numberwithhold any distribution in whole or in part until the Company is so reimbursed. In accordance with procedures established by the Committee, the Participant or any successor in interest is authorized to deliver shares of SharesStock having a Fair Market Value determined as of the applicable Tax Date (as defined below) or cash equal to the amount required to be withheld. For purposes of this Section 11, the Fair Market Value of the Shares to be withheld shall be determined on the date that the amount of tax to be withheld is to be determined underand cancel any such shares so delivered in order to satisfy the Applicable Law (the “Tax Date”).Company's withholding obligations. In accordance with procedures established by the Committee, the Participant or any successor in interest is also authorized to elect to have the Company retain and withhold shares of vesting Stock having a Fair Market Value on the date that the amount of tax to be withheld is to be determined and cancel any such shares so withheld in order to satisfy the Company's withholding obligations. In the event the Participant does not deliver or elect to have the Company retain and withhold shares of Stock as described in this Section 8, the Company shall have the right to withhold from any other cash amounts due to or to become due from the Company or a subsidiary to the Participant an amount equal to such taxes required to be withheld by the Company to reimburse the Company for any such taxes.
Special Rules. In the case of9.2Withholding Arrangements. The Committee, pursuant to such procedures as it may specify from time to time, may permit a Participant other than an Employee (or in the case of an Employee where the next payroll payment is not sufficient to satisfy such tax obligations, with respect to any remaining tax obligations),withholding obligation, in the absence of any other arrangement and to the extent permitted under Applicable Law, the Participant shall be deemed to have electedwhole or in part, by # electing to have the Company withhold fromotherwise deliverable Shares, or # delivering to the Company Shares or cash to be issued pursuant to an Award that number of Sharesthen owned by the Participant having a Fair Market Value determined as of the applicable Tax Date (as defined below) or cash equal to the amount required to be withheld. For purposes of this Section 11, the Fair Market ValueThe amount of the Shareswithholding requirement shall be deemed to include any amount that the Committee agrees may be withheld shall beat the time any such election is made, not to exceed the amount determined by using the maximum federal, state or local marginal income tax rates applicable to the Participant with respect to the Award on the date that the amount of tax to be withheld is to be determined. The Fair Market Value of the Shares to be withheld or delivered shall be determined underas of the Applicable Law (the “Tax Date”).date that the taxes are required to be withheld.
Special Rules. In the case ofWithholding Arrangements. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit a Participant other than an Employee (or in the case of an Employee where the next payroll payment is not sufficient to satisfy such tax obligations, with respect to any remaining tax obligations),liability or withholding obligation, in whole or in part by such methods as the absence of any other arrangement and to the extent permitted under Applicable Law, the ParticipantAdministrator shall be deemed to have electeddetermine, including, without limitation, # paying cash, # electing to have the Company withhold fromotherwise deliverable cash or Shares having a fair market value equal to the Shares or cashminimum statutory amount required to be issued pursuantwithheld or such greater amount as the Administrator may determine if such amount would not have adverse accounting consequences, as the Administrator determines in its sole discretion, # delivering to an Award thatthe Company already-owned Shares having a fair market value equal to the statutory amount required to be withheld or such greater amount as the Administrator may determine, in each case, provided the delivery of such Shares will not result in any adverse accounting consequences, as the Administrator determines in its sole discretion, # selling a sufficient number of Shares havingotherwise deliverable to the Participant through such means as the Administrator may determine in its sole discretion (whether through a Fair Market Value determined as of the applicable Tax Date (as defined below)broker or cashotherwise) equal to the amount required to be withheld. For purposeswithheld or paid, # such other consideration and method of this Section 11,payment for the Fair Market Valuemeeting of tax liabilities or withholding obligations as the Administrator may determine to the extent permitted by Applicable Laws, or # any combination of the Sharesforegoing methods of payment. The amount of the withholding requirement will be deemed to include any amount which the Administrator agrees may be withheld shall beat the time the election is made, not to exceed the amount determined by using the maximum federal, state or local marginal income tax rates applicable to the Participant with respect to the Award on the date that the amount of tax to be withheld is to be determined underor such greater amount as the Applicable Law (the “Tax Date”).Administrator may determine if such amount would not have adverse accounting consequences, as the Administrator determines in its sole discretion. The fair market value of the Shares to be withheld or delivered will be determined as of the date that the taxes are required to be withheld.
Special Rules. InWithholding Taxes. The Company, or any of its Subsidiaries, shall have the caseright to retain and withhold the amount of a Participant other than an Employee (or in the case of an Employee where the next payroll payment is not sufficienttaxes required by any government to satisfy such tax obligations,be withheld or otherwise deducted and paid with respect to any remaining tax obligations), in the absence of any other arrangement and to the extent permitted under Applicable Law,Award Shares. Unless the Participant shallor any successor in interest elects to satisfy the withholding requirement for any such taxes required to be deemed to have elected to havewithheld by the Company, or any of its Subsidiaries, by check or direct debit, the Company shall withhold from theany vesting Award Shares or cash to be issued pursuant to an Award thata number of Award Shares having a Fair Market Value determined as of the applicable Tax Date (as defined below) or cash equal tonot less than the amount required to be withheld to satisfy the withholding requirement and shall cancel any Award Shares so withheld. For purposesThe value of this Section 11,any Award Shares so withheld shall be based on the Fair Market Value of the Shares to be withheld shall be determinedshares on the date that the amount of tax to be withheld is to be determined under the Applicable Law (the “Tax Date”).determined.
Special Rules. InEach Participant shall, no later than the casedate as of a Participant other thanwhich the value of an Employee (orAward first becomes includible in the casegross income of such Participant for purposes of applicable taxes, pay to the Company, or make arrangements satisfactory to the Administrator regarding payment of an Employee whereamount up to the next payroll payment is not sufficient to satisfy suchmaximum statutory tax obligations,rates in the Participant’s applicable jurisdiction with respect to any remaining tax obligations), in the absenceAward, as determined by the Company. The obligations of any other arrangementthe Company under the Plan shall be conditional on the making of such payments or arrangements, and the Company shall, to the extent permitted underby Applicable Law,Laws, have the right to deduct any such taxes from any payment of any kind otherwise due to such Participant. Whenever cash is to be paid pursuant to an Award, the Company shall have the right to deduct therefrom an amount sufficient to satisfy any applicable withholding tax requirements related thereto. Whenever Shares or property other than cash are to be delivered pursuant to an Award, the Company shall have the right to require the Participant shallto remit to the Company in cash an amount sufficient to satisfy any related taxes to be deemedwithheld and applied to have electedthe tax obligations; provided, that, with the approval of the Administrator, a Participant may satisfy the foregoing requirement by either # electing to have the Company withhold from thedelivery of Shares or cashother property, as applicable, or # delivering already owned unrestricted shares of Common Stock, in each case, having a value not exceeding the applicable taxes to be issued pursuantwithheld and applied to an Award that numberthe tax obligations. Such already owned and unrestricted shares of Shares having aCommon Stock shall be valued at their Fair Market Value determined as of the applicable Tax Date (as defined below) or cash equal to the amount required to be withheld. For purposes of this Section 11, the Fair Market Value of the Shares to be withheld shall be determined on the date thaton which the amount of tax to be withheld is determined and any fractional share amounts resulting therefrom shall be settled in cash. Such an election may be made with respect to all or any portion of the Shares to be determined underdelivered pursuant to an award. The Company may also use any other method of obtaining the necessary payment or proceeds, as permitted by Applicable Law (the “Tax Date”).Laws, to satisfy its withholding obligation with respect to any Award.
Special Rules. InTax Withholding. The Company and its Affiliates shall have the case ofauthority and the right to deduct or withhold, or require a Participant other thanto remit to the Company or an Employee (or in the case ofAffiliate, an Employee where the next payroll payment is notamount sufficient to satisfy suchfederal, state, local and foreign taxes (including the Participant's social security, Medicare and any other employment tax obligations,obligation) required by law to be withheld with respect to any remaining tax obligations),taxable event concerning a Participant arising in connection with any Award. The Administrator may in its sole discretion and in satisfaction of the absence offoregoing requirement allow a Participant to satisfy such obligations by any other arrangement andpayment means described in Section 10.1 hereof, including, without limitation, by allowing such Participant to the extent permitted under Applicable Law, the Participant shall be deemed to have electedelect to have the Company or an Affiliate withhold from the Shares or cash to be issued pursuant tootherwise issuable under an Award that(or allow the surrender of Shares). The number of Shares havingwhich may be so withheld or surrendered shall be limited to the number of Shares which have a Fair Market Value determined as of the applicable Tax Date (as defined below) or cash equal to the amount required to be withheld. For purposes of this Section 11, the Fair Market Value of the Shares to be withheld shall be determined on the date thatof 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 be withheld issuch 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 be determined underpay the Applicable Law (the “Tax Date”).Option or Stock Appreciation Right exercise price or any tax withholding obligation.
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