Example ContractsClausesshare withholdingVariants
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Withholding. The Participant must satisfy all applicable federal, state, and local or other income and employment tax withholding obligations before the Company will deliver stock certificates or otherwise recognize ownership of Common Stock under an Award. The Company may decide to satisfy the withholding obligations through additional withholding on salary or wages. If the Company elects not to or cannot withhold from other compensation, the Participant must pay the Company the full amount, if any, required for withholding or have a broker tender to the Company cash equal to the withholding obligations. Payment of withholding obligations is due before the Company will issue any shares on exercise, vesting or release from forfeiture of an Award or at the same time as payment of the exercise or purchase price unless the Company determines otherwise. If provided for in an Award or approved by the Board in its sole discretion, a Participant may satisfy such tax obligations in whole or in part by delivery (either by actual delivery or attestation) of shares of Common Stock, including shares retained from the Award creating the tax obligation, valued at their Fair Market Value; provided, however, except as otherwise provided by the Board, that the total tax withholding where stock is being used to satisfy such tax obligations cannot exceed the Company’s minimum statutory withholding obligations (based on minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to such supplemental taxable income). Shares used to satisfy tax withholding requirements cannot be subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements.

Withholding. The Participant must satisfy all applicable federal, state, and local or other income and employment tax withholding obligations before the Company will deliver stock certificates or otherwise recognize ownership of Common Stock under an Award. The Company may decide to satisfy the withholding obligations through additional withholding on salary or wages. If the Company elects not to or cannot withhold from other compensation, the Participant must pay the Company the full amount, if any, required for withholding or have a broker tender to the Company cash equal to the withholding obligations. Payment of withholding obligations is due before the Company will issue any shares on exercise, vesting or release from forfeiture of an Award or at the same time as payment of the exercise or purchase priceprice, unless the Company determines otherwise. If provided for in an Award or approved by the Board in its sole discretion, a Participant may satisfy such tax obligations in whole or in part by delivery (either by actual delivery or attestation) of shares of Common Stock, including shares retained from the Award creating the tax obligation, valued at their Fair Market Value; provided, however, except as otherwise provided by the Board, that the total tax withholding where stock is being used to satisfy such tax obligations cannot exceed the Company’Company’s minimum statutory withholding obligations (based on minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to such supplemental taxable income). Shares used to satisfy tax withholding requirements cannot be subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements.

Withholding. The Participant must satisfyCompany shall not be obligated to deliver certificates, release from forfeiture, otherwise recognize a Participant’s unrestricted ownership in an Award or the cash or property proceeds therefrom, until the Company satisfies all applicable federal, state, and local or other income and employment tax withholding obligations beforeobligations. In its sole discretion, the Company will deliver stock certificates or otherwise recognize ownership of Common Stock under an Award. The Company may decide to satisfy thesuch withholding obligations through additional withholding on salaryby any of the following means or wages. If the Company elects not to or cannot withhold from other compensation,by a combination of such means: # causing the Participant must pay the Company the full amount, if any, required for withholding or have a brokerto tender to the Company cash equalpayment; # withholding cash from an Award settled in cash; # withholding from amounts otherwise payable by the Company to the Participant, including but not limited to additional withholding obligations. Paymenton the Participant’s salary or wages, or from proceeds from the sale of withholding obligations is due before the Company will issue any shares on exercise, vesting or release from forfeiture ofCommon Stock issued pursuant to an Award or at the same time as payment of the exercise or purchase price unless the Company determines otherwise. If provided for in an Award or approved by the Board in its sole discretion, a Participant may satisfy such tax obligations in whole or in part byAward; # delivery (either by actual delivery or attestation) of shares of Common Stock, including shares retained from the Award creating the tax obligation, valued at their Fair Market Value; provided, however, except as otherwise provided by the Board, that the total tax withholding where stock is being used to satisfy such tax obligations cannot exceed the Company’s minimum statutory withholding obligations (based on minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to such supplemental taxable income). Shares used, and provided, further, shares surrendered to satisfy tax withholding requirements cannot be subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements.requirements; or # by such other method as determined by the Board.

Withholding. The Company may require the Participant must satisfy allto pay to the Company the amount of # any taxes that the Company is required by applicable federal, state, and local or foreign law to withhold with respect to the grant, vesting or exercise of an Award (“tax withholding obligations”) and # any amounts due from the Participant to the Company or to any Related Company (“other income and employmentobligations”). The Company shall not be required to issue any shares of Common Stock or otherwise settle an Award under the Plan until such tax withholding obligations before the Company will deliver stock certificates or otherwise recognize ownership of Common Stock under an Award. The Company may decide to satisfy the withholdingand other obligations through additional withholding on salary or wages. If the Company elects not to or cannot withhold from other compensation, the Participant must pay the Company the full amount, if any, required for withholding or have a broker tender to the Company cash equal to the withholding obligations. Payment of withholding obligations is due before the Company will issue any shares on exercise, vesting or release from forfeiture of an Award or at the same time as payment of the exercise or purchase price unless the Company determines otherwise. If provided for in an Award or approved by the Board in its sole discretion, a Participant may satisfy such tax obligations in whole or in part by delivery (either by actual delivery or attestation) of shares of Common Stock, including shares retained from the Award creating the tax obligation, valued at their Fair Market Value; provided, however, except as otherwise provided by the Board, that the total tax withholding where stock is being used to satisfy such tax obligations cannot exceed the Company’s minimum statutory withholding obligations (based on minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to such supplemental taxable income). Shares used to satisfy tax withholding requirements cannot be subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements.satisfied.

Withholding. The Participant must satisfy all applicable federal, state, andIn the event the Company or an Affiliate of the Company is required to withhold any Federal, state or local taxes or other amounts in respect of any income and employment tax withholding obligations beforerecognized by a Participant as a result of the Company will deliver stock certificatesgrant, vesting, payment or otherwise recognize ownership of Common Stock under an Award. The Company may decide to satisfy the withholding obligations through additional withholding on salary or wages. If the Company elects not to or cannot withhold from other compensation, the Participant must pay the Company the full amount, if any, required for withholding or have a broker tender to the Company cash equal to the withholding obligations. Payment of withholding obligations is due before the Company will issue any shares on exercise, vesting or release from forfeituresettlement of an Award or atdisposition of any Shares acquired under an Award, the same time as paymentCompany may deduct (or require an Affiliate to deduct) from any payments of any kind otherwise due the Participant cash, or with the consent of the exerciseAdministrator, Shares otherwise deliverable or purchase price unless the Company determines otherwise. If provided for investing under an Award or approved by the Board in its sole discretion, a Participant may satisfy such tax obligations in whole or in part by delivery (either by actual delivery or attestation) of shares of Common Stock, including shares retained from the Award creating the tax obligation, valued at their Fair Market Value; provided, however, except as otherwise provided by the Board, that the total tax withholding where stock is being usedAward, to satisfy such tax obligations. Alternatively, the Company may require such Participant to pay to the Company, in cash, promptly on demand, or make other arrangements satisfactory to the Company regarding the payment to the Company of the aggregate amount of any such taxes and other amounts. If Shares are deliverable upon exercise or payment of an Award, the Administrator may permit a Participant to satisfy all or a portion of the Federal, state and local withholding tax obligations cannotarising in connection with such Award by electing to # have the Company withhold Shares otherwise issuable under the Award, # tender back Shares received in connection with such Award or # deliver other previously owned Shares; provided that the amount to be withheld in Shares may not exceed the Company’s minimumtotal maximum statutory withholding obligations (basedtax rates associated with the transaction to the extent needed for the Company to avoid an accounting charge. If an election is provided, the election must be made on minimum statutory withholding rates for federalor before the date as of which the amount of tax to be withheld is determined and stateotherwise as the Administrator requires. In any case, the Company may defer making payment or delivery under any Award if any such tax purposes, including payroll taxes, that are applicablemay be pending unless and until indemnified to such supplemental taxable income). Shares used to satisfy tax withholding requirements cannot be subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements.its satisfaction.

Withholding. The Participant must satisfy allCompany’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 local or other income and employmentforeign tax withholding obligations beforerequirements. To the Company will deliver stock certificates or otherwise recognize ownership of Common Stock under an Award. The Company may decide to satisfyextent provided in the withholding obligations through additional withholding on salary or wages. If the Company elects not to or cannot withhold from other compensation, the Participant must pay the Company the full amount, if any, required for withholding or have a broker tender to the Company cash equal to the withholding obligations. Payment of withholding obligations is due before the Company will issue any shares on exercise, vesting or release from forfeiture of an Award or at the same time as payment of the exercise or purchase price unless the Company determines otherwise. If provided forapplicable Agreement and in an Award or approvedaccordance with rules prescribed by the Board in its sole discretion,Committee, a Participant may satisfy any such withholding tax obligations in wholeobligation by one or in part by delivery (either by actual deliveryany combination of the following means: # tendering a cash payment, # authorizing the Company to withhold Shares otherwise issuable to the Participant, or attestation) of shares of Common Stock, including shares retained from# delivering to the Award creating the tax obligation, valued at their Fair Market Value; provided, however, except as otherwise provided by the Board, that the total tax withholding where stock is being used to satisfy such tax obligations cannot exceed the Company’s minimum statutory withholding obligations (based on minimum statutory withholding rates for federalCompany already-owned and state tax purposes, including payroll taxes, that are applicable to such supplemental taxable income). Shares used to satisfy tax withholding requirements cannot be subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements.unencumbered Shares.

Withholding.Withholding Taxes. The Company or an Affiliate shall be entitled to: # withhold and deduct from future wages of a Participant must(or from other amounts that may be due and owing to a Participant from the Company or an Affiliate), including all payments under this Plan, or make other arrangements for the collection of (including through the sale of Shares otherwise issuable pursuant to the applicable Award), all legally required amounts necessary to satisfy any and all applicable federal, state, local and localforeign withholding and employment-related tax requirements attributable to an Award, including, without limitation, the grant, exercise or other income and employment taxvesting of, or payment of dividends with respect to, an Award or a disqualifying disposition of Shares received upon exercise of an Incentive Stock Option; or # require a Participant promptly to remit the amount of such withholding obligations before the Company will deliver stock certificates or otherwise recognize ownership of Common Stock under an Award. The Company may decide to satisfy the withholding obligations through additional withholding on salary or wages. If the Company elects not to or cannot withhold from other compensation, the Participant must pay the Company the full amount, if any, required for withholding or have a broker tender to the Company cash equalbefore taking any action with respect to an Award. To the extent specified by the Committee, withholding obligations. Payment ofmay be satisfied by withholding obligations is due before the Company will issue any shares on exercise,Shares to be received upon exercise or vesting or release from forfeiture of an Award or at the same time as payment of the exercise or purchase price unlessby delivery to the Company determines otherwise. If provided for inof previously owned Shares. In addition, the Company may reasonably delay the issuance or delivery of Shares pursuant to an Award or approved by the Board in its sole discretion, a Participant may satisfy such tax obligations in whole or in part by delivery (either by actual delivery or attestation) of shares of Common Stock, including shares retained from the Award creating the tax obligation, valued at their Fair Market Value; provided, however, except as otherwise provided by the Board, that the totalit determines appropriate to address tax withholding where stock is being used to satisfy such tax obligations cannot exceed the Company’s minimum statutory withholding obligations (based on minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to such supplemental taxable income). Shares used to satisfy tax withholding requirements cannot be subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements.administrative matters.

Withholding. The Participant must satisfy all applicable federal, state, and localAny issuance of Common Stock pursuant to the exercise of an Option or payment of any other Award under the Plan shall not be made until appropriate arrangements satisfactory to the Company have been made for the payment of any income and employment tax withholding obligations beforeamounts (federal, state, local or other) that may be required to be withheld or paid by the Company will deliver stock certificates or otherwise recognize ownershipwith respect thereto. In addition, on the occurrence of Common Stock under an Award. The Company may decideevent with respect to satisfy the withholding obligations through additional withholding on salary or wages. Ifan Award that requires the Company elects not to or cannot withhold from other compensation,taxes, the Participant must payshall make arrangements satisfactory to the Company whereby such taxes may be paid. Such arrangements may, at the full amount, if any, required for withholding or have a brokerdiscretion of the Committee, include allowing the person to tender to the Company cash equal to the withholding obligations. Payment of withholding obligations is due before the Company will issue any shares on exercise, vesting or release from forfeiture of an Award or at the same time as payment of the exercise or purchase price unless the Company determines otherwise. If provided for in an Award or approved by the Board in its sole discretion, a Participant may satisfy such tax obligations in whole or in part by delivery (either by actual delivery or attestation) of shares of Common Stock, including shares retained from the Award creating the tax obligation, valued at their Fair Market Value; provided, however, except as otherwise providedStock owned by the Board,person, or to request the Company to withhold shares of Common Stock that otherwise would have been acquired pursuant to the total tax withholding where stock is being usedAward, whether through the exercise of an Option or as a distribution pursuant to satisfythe Award, together with payment of any remaining portion of such tax obligations cannot exceedamounts in cash or by check payable and acceptable to the Company’s minimum statutory withholding obligations (based on minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to such supplemental taxable income). Shares used to satisfy tax withholding requirements cannot be subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements.Company.

Withholding. TheA Participant mustmay be required to pay to an Employer, and each Employer shall have the right and is hereby authorized to withhold from any Award, from any payment due or transfer made under any Award or under the Plan or from any compensation or other amount owing to a Participant, the amount (in cash, Shares, other securities, other Awards or other property) required by law or regulation to be withheld to satisfy all applicable federal, state, and local taxes, foreign or domestic, with respect to an Award, its exercise, or any payment or transfer under an Award or under the Plan and to take such other income and employment tax withholding obligations beforeaction as may be necessary in the opinion of the Company will deliver stock certificates or otherwise recognize ownership of Common Stock under an Award. The Company may decide to satisfy all obligations for the payment of such taxes. The Committee may provide for additional cash payments to holders of Awards to defray or offset any tax arising from the grant, Vesting, exercise, or payment of any Award. Unless otherwise determined by the Committee at the time the Award is granted or thereafter, any such withholding obligations through additionalrequirement may be satisfied, in whole or in part, by withholding from the Award Shares having a Fair Market Value on salary or wages. If the Company elects not to or cannot withhold from other compensation, the Participant must pay the Company the full amount, if any, required fordate of withholding or have a broker tender to the Company cash equal to the amount required to be withheld in accordance with applicable tax requirements, all in accordance with such procedures as the Committee approves (which procedures may permit withholding obligations. Payment of withholding obligations is due beforeup to the Company will issuemaximum individual statutory rate in the applicable jurisdiction as may be permitted under then-current accounting principles to qualify for equity classification). All such elections shall be subject to any shares on exercise, vestingrestrictions or release from forfeiture of an Award or atlimitations that the same time as payment of the exercise or purchase price unless the Company determines otherwise. If provided for in an Award or approved by the BoardCommittee, in its sole discretion, a Participant may satisfy such tax obligations in whole or in part by delivery (either by actual delivery or attestation) of shares of Common Stock, including shares retained from the Award creating the tax obligation, valued at their Fair Market Value; provided, however, except as otherwise provided by the Board, that the total tax withholding where stock is being used to satisfy such tax obligations cannot exceed the Company’s minimum statutory withholding obligations (based on minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to such supplemental taxable income). Shares used to satisfy tax withholding requirements cannot be subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements.deems appropriate.

Tax Withholding. The Participant must satisfyCompany shall have the right to withhold or require separate payment of all applicable federal,Federal, state, and local or other income and employment tax withholding obligations beforetaxes or payments with respect to any Award or payment made under the Company will deliver stock certificatesPlan. Such amounts shall be withheld or otherwise recognize ownership of Common Stock under an Award. The Company may decide to satisfy the withholding obligations through additional withholding on salary or wages. If the Company elects not to or cannot withhold from other compensation, the Participant must pay the Company the full amount, if any, required for withholding or have a broker tenderpaid prior to the Companydelivery of any certificate representing Shares or any other Award subject to such withholding. Such a payment may be made by the delivery of cash (or other consideration acceptable to the Company, including, if acceptable, Shares having a Fair Market Value equal to the withholding obligations. Paymentobligation) to the Company in an amount that equals or exceeds the withholding obligation of the Company. In the event of a transfer of an Award, the Participant who assigns the Award shall remain subject to withholding taxes or similar obligations upon exercise of the Award by the transferee to the extent required by the Code or other applicable laws. All determinations of withholding obligations is due beforeliability under this Section shall be made by the Company will issue any shares on exercise, vesting or release from forfeiture of an Award or at the same time as payment of the exercise or purchase price unless the Company determines otherwise. If provided for in an Award or approved by the Board in its sole discretion, a Participant may satisfy such tax obligations in whole or in part by delivery (either by actual delivery or attestation) of shares of Common Stock, including shares retained fromdiscretion and shall be binding upon the Award creating the tax obligation, valued at their Fair Market Value; provided, however, except as otherwise provided by the Board, that the total tax withholding where stock is being used to satisfy such tax obligations cannot exceed the Company’s minimum statutory withholding obligations (based on minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to such supplemental taxable income). Shares used to satisfy tax withholding requirements cannot be subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements.Participant.

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