Withholding. A Participant may 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 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 action as may be necessary in the opinion of the Company 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 requirement may be satisfied, in whole or in part, by withholding from the Award Shares having a Fair Market Value on the date of withholding 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 up to the maximum 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 restrictions or limitations that the Committee, in its sole discretion, deems appropriate.
Withholding. A Participant mayThe Company or an Affiliate shall be required to pay to an Employer, and each Employer shall have the right and is hereby authorized to withhold from any Award, fromAward granted or any payment due or transfer made under any Award or under the Plan or from any compensation or other amount owing to a Participant,Participant the amount (in cash, Shares, other securities,Awards, other Awardsproperty, net settlement, or other property) required by law or regulation to be withheld to satisfy federal, state, and local taxes, foreign or domestic, withany combination thereof) of applicable withholding taxes due in respect toof an Award, its exercise,exercise or settlement or any payment or transfer under ansuch Award or under the Plan and to take such other action (including providing for elective payment of such amounts in cash or Shares by the Participant) as may be necessary in the opinion of the Company 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 arisingShare withholding from an Award will be at the grant, Vesting, exercise, or payment of any Award. Unless otherwiseminimum statutory rate or, if determined by the Committee in its discretion, at the time the Award is granted or thereafter, any such withholding requirement may be satisfied, in whole or in part, by withholding from the Award Shares having a Fair Market Value on the date of withholding equalother rate, to the amount requiredextent withholding at such other rate would not result in liability classification of such Award (or any portion thereof) pursuant to be withheld in accordance with applicable tax requirements, all in accordance with such procedures as the Committee approves (which procedures may permit withholding up to the maximum 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 restrictions or limitations that the Committee, in its sole discretion, deems appropriate.FASB ASC Subtopic 718-10.
Tax Withholding. A Participant may be required to pay to an Employer, and each EmployerThe Company shall have the right and is hereby authorized to withhold from any Award, from anyor require separate payment dueof all Federal, state, local or transfer made underother taxes or payments with respect to any Award or payment made 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 toPlan. Such amounts shall be withheld or paid prior to satisfy federal, state, and local taxes, foreign or domestic, with respect to an Award, its exercise,the delivery of any certificate representing Shares or any payment or transfer under another Award or under the Plan andsubject to take such other action aswithholding. Such a payment may be necessary in the opinion of the Company 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 determinedmade by the Committee atdelivery of cash (or other consideration acceptable to the time the Award is granted or thereafter, any such withholding requirement may be satisfied, in whole or in part, by withholding from the AwardCompany, including, if acceptable, Shares having a Fair Market Value on the date of withholding 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 upobligation) to the maximum individual statutory rateCompany 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 jurisdiction as may be permittedlaws. All determinations of withholding liability under then-current accounting principles to qualify for equity classification). All such electionsthis Section shall be subject to any restrictions or limitations thatmade by the Committee,Company in its sole discretion, deems appropriate.discretion and shall be binding upon the Participant.
Withholding. AIn 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 recognized by a Participant as a result of the grant, vesting, payment or settlement of an Award or disposition of any Shares acquired under an Award, the Company may be requireddeduct (or require an Affiliate to deduct) from any payments of any kind otherwise due the Participant cash, or with the consent of the Administrator, Shares otherwise deliverable or vesting under an Award, to satisfy such tax obligations. Alternatively, the Company may require such Participant to pay to an Employer,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 each Employer shall have the right and is hereby authorized to withhold from any Award, from anyother amounts. If Shares are deliverable upon exercise or 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 federal, state, and local taxes, foreign or domestic, with respect toof an Award, its exercise, or any payment or transfer under an Award or under the Plan and to take such other action asAdministrator may be necessary in the opinion of the Companypermit a Participant to satisfy all or a portion of the Federal, state and local withholding tax obligations forarising in connection with such Award by electing to # have the payment ofCompany withhold Shares otherwise issuable under the Award, # tender back Shares received in connection with such taxes. The Committee may provide for additional cash payments to holders of Awards to defrayAward 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 requirement may be satisfied, in whole or in part, by withholding from the Award Shares having a Fair Market Value on the date of withholding equal to# deliver other previously owned Shares; provided that the amount required to be withheld in accordanceShares may not exceed the total maximum statutory tax rates associated with applicablethe transaction to the extent needed for the Company to avoid an accounting charge. If an election is provided, the election must be made on or before the date as of which the amount of tax requirements, all in accordance with such proceduresto be withheld is determined and otherwise as the Committee approves (which proceduresAdministrator requires. In any case, the Company may permit withholding up to the maximum individual statutory rate in the applicable jurisdiction asdefer making payment or delivery under any Award if any such tax may be permitted under then-current accounting principlespending unless and until indemnified to qualify for equity classification). All such elections shall be subject to any restrictions or limitations that the Committee, in its sole discretion, deems appropriate.satisfaction.
Withholding. A Participant may be required to pay to an Employer,Taxes. The Company and each Employer shall have the right and is herebyany Related Entity are authorized to withhold from any Award, fromAward granted, any payment due or transfer made under anyrelating to an Award or under the PlanPlan, including from a distribution of Shares, or from any compensationpayroll or other amount owingpayment to a Participant, the amount (in cash, Shares,amounts of withholding and other securities, other Awardstaxes due or other property) required by law or regulation to be withheld to satisfy federal, state, and local taxes, foreign or domestic,potentially payable in connection with respect toany transaction involving an Award, its exercise, or any payment or transfer under an Award or under the Plan and to take such other action as the Committee may be necessary in the opinion ofdeem advisable to enable the Company or any Related Entity and Participants and Beneficiaries to satisfy all obligations for the payment of such taxes. The Committee may provide for additionalwithholding taxes and other tax obligations relating to any Award. This authority shall include authority to withhold or receive Shares or other property and to make cash payments in respect thereof in satisfaction of a Participants tax obligations, either on a mandatory or elective basis in the discretion of the Committee. The amount of withholding tax paid with respect to holders of Awards to defray or offset any tax arising from the grant, Vesting, exercise, or payment of any Award. Unless otherwise determinedan Award by the Committee at the timewithholding of Shares otherwise deliverable pursuant to the Award is granted or thereafter, any suchby delivering Shares already owned shall not exceed the minimum statutory withholding requirement may be satisfied, in whole or in part, by withholding from the Award Shares having a Fair Market Value on the date of withholding equalrequired with respect 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 up to the maximum 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 restrictions or limitations that the Committee, in its sole discretion, deems appropriate.Award.
Withholding. A Participant mayThe Company shall be required to pay to an Employer, and each Employer shall have the right and is hereby authorized to withhold from any Award, fromAward granted or any payment due or transfer made under any Award or under the Plan or from any compensation or other amount owing to a Participant,Participant the amount (in cash, Shares, other securities, other AwardsAwards, or other property) required by law or regulation to be withheld to satisfy federal, state, and local taxes, foreign or domestic, withof withholding taxes due in respect toof an Award, its exercise, or any payment or transfer under ansuch Award or under the Plan and to take such other action (including, without limitation, providing for elective payment of such amounts in cash, Shares, other securities, other Awards or other property by the Participant) as may be necessary in the opinion of the Company 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 requirement may be satisfied, in whole or in part, by withholding from the Award Shares having a Fair Market Value on the date of withholding 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 up to the maximum 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 restrictions or limitations that the Committee, in its sole discretion, deems appropriate.
Withholding. A Participant mayThe Company shall be required to pay to an Employer, and each Employer shall have the right and is hereby authorized to withhold from any Award, fromAward granted or any payment due or transfer made under any Award or under the Plan or from any compensation or other amount owing to a Participant,Participant the amount (in cash, Shares, other securities, other AwardsAwards, or other property) required by law or regulation to be withheld to satisfy federal, state, and local taxes, foreign or domestic, withof withholding taxes due in respect toof an Award, its exercise, or any payment or transfer under ansuch Award or under the Plan and to take such other action (including, without limitation, providing for elective payment of such amounts in cash, Shares, other securities, other Awards or other property by the Participant) as may be necessary in the opinion of the Company 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 requirement may be satisfied, in whole or in part, by withholding from the Award Shares having a Fair Market Value on the date of withholding 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 up to the maximum 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 restrictions or limitations that the Committee, in its sole discretion, deems appropriate.
Withholding. A ParticipantThe Companys obligations hereunder in connection with any Award shall be subject to applicable foreign, federal, state and local withholding tax requirements. Foreign, federal, state and local withholding tax due under the terms of the Plan may be paid in cash or shares of Common Stock (either through the surrender of already-owned shares of Common Stock that the Participant has held for the period required to payavoid a charge to an Employer, and each Employer shall have the right and is hereby authorized to withhold from any Award, from any payment dueCompanys reported earnings or transfer made under any Awardthe withholding of shares of Common Stock otherwise issuable upon the exercise 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 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 action as may be necessary in the opinion of the Company 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 requirement may be satisfied, in whole or in part, by withholding from the Award SharesAward) having a Fair Market Value on the date of withholding equal to the amount required to be withheld in accordance with applicable tax requirements, all in accordance withwithholding and upon such proceduresother terms and conditions as the Committee approves (which procedures may permit withholding up to the maximum 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 restrictions or limitations thatdetermine; provided, however, the Committee, in its sole discretion, deems appropriate.may require that such taxes be paid in cash; and provided, further, any election by a Participant subject to Section 16(b) of the Exchange Act to pay his or her withholding tax in shares of Common Stock shall be subject to and must comply with Rule 16b-3 of the Exchange Act.
Withholding. AWithholding Taxes. The Company or an Affiliate shall be entitled to: # withhold and deduct from future wages of a Participant (or from other amounts that may be required to pay to an Employer,due 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,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 federal, state, local and foreign withholding and employment-related tax requirements attributable to an Award, including, without limitation, the grant, exercise or vesting 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 (in cash, Shares, other securities, other Awards or other property) required by law or regulationof such withholding to be withheld to satisfy federal, state, and local taxes, foreign or domestic,the Company before taking any action with respect to an Award, its exercise,Award. To the extent specified by the Committee, withholding may be satisfied by withholding Shares to be received upon exercise or any payment or transfer undervesting of an Award or under the Plan andby delivery to take such other action as may be necessary in the opinion of the Company of previously owned Shares. In addition, the Company may reasonably delay the issuance or delivery of Shares pursuant to satisfy all obligations for the payment of such taxes. The Committee may provide for additional cash paymentsan Award as it determines appropriate to holders of Awards to defray or offset anyaddress 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 requirement may be satisfied, in whole or in part, by withholding from the Award Shares having a Fair Market Value on the date of withholding 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 up to the maximum 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 restrictions or limitations that the Committee, in its sole discretion, deems appropriate.and other administrative matters.
Tax Withholding. A Participant may be required to pay to an Employer, and each EmployerThe Company or any Subsidiary, as applicable, shall have the right and is hereby authorized to # withhold from any Award, from anycash payment due or transfer made under any Award or under the Plan or from any other compensation or other amount owingpayments owed to a Participant,Participant an amount sufficient to cover any required withholding taxes (including income taxes, social insurance contributions, payments on account or any other taxes or charges owed by Participant) related to the amount (in cash, Shares, other securities, other Awardsgrant, vesting, exercise or settlement of an Award, and # require a Participant or other property) required by law or regulation to be withheld to satisfy federal, state, and local taxes, foreign or domestic, with respect to an Award, its exercise, or any payment or transfer under an Award orperson receiving Shares under the Plan and to take such other action aspay a cash amount sufficient to cover any required withholding taxes (as described above) before actual receipt of those Shares. In lieu of all or any part of a cash payment from a person receiving Shares under the Plan, the Committee may be necessarypermit the individual to cover all or any part of the required withholdings (up to the Participants minimum required tax withholding rate, if any) through a reduction in the opinionnumber of Shares delivered or a delivery or tender to the Company 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 determinedShares held by the Committee at the time the Award is grantedParticipant or thereafter, any such withholding requirement may be satisfied,other person, in whole or in part, by withholding from the Award Shares having a Fair Market Value on the date of withholding 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 up to the maximum individual statutory rateeach case valued in the same manner as used in computing the withholding taxes under applicable jurisdiction as may be permitted under then-current accounting principles to qualify for equity classification). All such elections shall be subject to any restrictions or limitations that the Committee, in its sole discretion, deems appropriate.laws.
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