Common use of Stock Withholding Clause in Contracts

Stock Withholding. When, under applicable tax laws, a Participant incurs tax liability in connection with the exercise of any Option or the exercise of a Stock Appreciation Right that is settled in Shares that is subject to tax withholding and the Participant is obligated to pay the Corporation the amount required to be withheld, the Committee may at its sole discretion allow the Participant to satisfy the minimum withholding tax obligation by electing to have the Corporation withhold from the Shares to be issued the specific number of Shares having a Fair Market Value equal to the minimum amount required to be withheld, determined on the date that the amount of tax to be withheld is to be determined (the "Tax Date"). All elections by a Participant to have Shares withheld for this purpose shall be made in writing in a form acceptable to the Committee and shall be subject to the following restrictions: (i) The election must be made on or prior to the applicable Tax Date; (ii) Once made, then except as provided below, the election shall be irrevocable as to the particular Shares as to which the election is made; (iii) All elections shall be subject to the consent or disapproval of the Committee; and (iv) In the event that the Tax Date is deferred until six months after the delivery of Shares under Section 83(b) of the Code, the Participant shall receive the full number of Shares with respect to which the exercise occurs, but (A) such Participant shall be unconditionally obligated to tender back to the Corporation the proper number of Shares on the Tax Date, and (B) the Committee may require the Corporation and the Participant to establish an escrow arrangement to facilitate the re-transfer of such re-tendered Shares to the Corporation.

Stock Withholding. When, under applicable tax laws, a Participant incurs tax liability in connection with the exercise of any Option or the exercise of a Stock Appreciation Right that is settled in Shares that is subject to tax withholding and the Participant is obligated to pay the Corporation the amount required to be withheld, the Committee may at its sole discretion allow the Participant to satisfy the minimum withholding tax obligation by electing to have the Corporation withhold from the Shares to be issued the specific number of Shares having a Fair Market Value equal to the minimum amount required to be withheld, determined on the date that the amount of tax to be withheld is to be determined (the "Tax Date"). All elections by a Participant to have Shares withheld for this purpose shall be made in writing in a form acceptable to the Committee and shall be subject to the following restrictions: (i) The election must be made on or prior to the applicable Tax Date; (ii) Once made, then except as provided below, the election shall be irrevocable as to the particular Shares as to which the election is made; (iii) All elections shall be subject to the consent or disapproval of the Committee; and (iv) In the event that the Tax Date is deferred until six months after the delivery of Shares under Section 83(b) of the Code, the Participant shall receive the full number of Shares with respect to which the exercise occurs, but (A) such Participant shall be unconditionally obligated to tender back to the Corporation the proper number of Shares on the Tax Date, and (B) the Committee may require the Corporation and the Participant to establish an escrow arrangement to facilitate the re-transfer of such re-tendered Shares to the Corporation.be