Common use of Tax Withholding Obligations Clause in Contracts

Tax Withholding Obligations. (a) The Company’s obligation to issue Common Stock pursuant to the exercise of this Option shall be subject to the requirement that Optionee make appropriate arrangements with the Company to provide for payment of all applicable tax withholdings, if any. Optionee may elect to satisfy such withholding liability by: (i) Payment to the Company in cash; (ii) Deduction from Optionee’s regular pay; (iii) Withholding of shares of Common Stock otherwise issuable to Optionee, with such shares having an aggregate Fair Market Value equal to the minimum amount required to be withheld or such lesser amount as may be elected by Optionee, provided that such withholding of shares does not result in an accounting charge to the Company; or (iv) Transfer of a number of shares of Common Stock that were either acquired from the Company or by Optionee more than six (6) months prior to the transfer to the Company (or such longer period as may be requested by the Committee to avoid an accounting charge to the Company), with such shares having an aggregate Fair Market Value equal to the amount required to be withheld or such lesser or greater amount as may be elected by Optionee, up to Optionee’s marginal tax payment obligations associated with the Option exercise. (b) All elections under this Section 7 shall be subject to the approval or disapproval of the Committee. The value of shares withheld or transferred shall be based on the Fair Market Value of the stock on the date that the amount of tax to be withheld is to be determined (the “Tax Date”). (c) All elections under this Section 7 shall be subject to the following restrictions: (i) All elections must be made prior to the Tax Date; (ii) All elections shall be irrevocable; and (iii) If Optionee is an officer or director of the Company within the meaning of Section 16 of the 1934 Act (“Section 16”), Optionee must satisfy the requirements of such Section 16 and any applicable rules thereunder with respect to the use of stock to satisfy such tax withholding obligation.

Tax Withholding Obligations. (a) The Company’s obligation to issue Common Stock pursuant to Upon taxation of the exercise of this Option Restricted Stock, Grantee shall be subject to the requirement that Optionee make appropriate arrangements with the Company to provide for the payment of all applicable tax withholdings, if any. Optionee Grantee may elect to satisfy such withholding liability by: (i) Payment to the Company in cash; (ii) Deduction from OptioneeGrantee’s regular pay; (iii) Withholding of a number of shares of Common vested Restricted Stock otherwise issuable to Optionee, with such shares having an aggregate Fair Market Value equal to the minimum amount required to be withheld or such lesser amount as may be elected by Optionee, provided that such withholding of shares does not result in an accounting charge to the CompanyGrantee; or (iv) Transfer to the Company of a number of shares of Common Stock that were either acquired from the Company or by Optionee Grantee more than six (6) months prior to the transfer to the Company (or such longer period as may be requested by the Committee to avoid an accounting charge to the Company), with such shares having an aggregate Fair Market Value equal to the amount required to be withheld or such lesser or greater amount as may be elected by OptioneeGrantee, up to OptioneeGrantee’s marginal tax payment obligations associated with the Option exercisetaxation of the Restricted Stock. (b) All elections under this Section 7 11 shall be subject to the approval or disapproval of the Committee. The value of shares withheld or transferred shall be based on the Fair Market Value of the stock on the date that the amount of tax to be withheld is to be determined (the “Tax Date”). (c) All elections under this Section 7 11 shall be subject to the following restrictions: (i) All elections must be made prior to the Tax Date; (ii) All elections shall be irrevocable; and (iii) If Optionee Grantee is an officer or director of the Company within the meaning of Section 16 of the 1934 Act (“Section 16”), Optionee Grantee must satisfy the requirements of such Section 16 and any applicable rules thereunder with respect to the use of stock to satisfy such tax withholding obligation.

Tax Withholding Obligations. (a) The Company’s obligation to issue Common Stock pursuant to i. Upon taxation of the exercise of this Option Restricted Shares, the Grantee shall be subject to the requirement that Optionee make appropriate arrangements with the Company to provide for the payment of all applicable tax withholdings, if any. Optionee The Grantee may elect to satisfy such withholding liability by: (i) 1. Payment to the Company in cash, by wire transfer of immediately available funds, or by check made payable to the order of the Company; (ii) 2. Deduction from Optioneethe Grantee’s regular pay; (iii) 3. Withholding of a number of shares of Common vested Restricted Stock otherwise issuable to Optionee, with such shares having an aggregate Fair Market Value equal to the minimum amount required to be withheld or such lesser amount as may be elected by Optionee, provided that such withholding of shares does not result in an accounting charge to the CompanyGrantee; or (iv) 4. Transfer to the Company of a number of shares of Common Stock that were either acquired from by the Company or by Optionee Grantee more than six (6) months prior to the transfer to the Company (or such longer period as may be requested by the Committee to avoid an accounting charge to the Company), with such shares having an aggregate Fair Market Value equal to the amount required to be withheld or such lesser or greater amount as may be elected by Optioneethe Grantee, up to Optioneethe Grantee’s marginal tax payment obligations associated with the Option exercisetaxation of the Restricted Stock. (b) ii. All elections under this Section 7 5(e) shall be subject to the approval or disapproval of the Committee. Unless the Committee determines otherwise or the Grantee has notified the Company in writing otherwise, the Grantee shall be deemed to have elected the method described in Section 5(e)(i)(3). The value of shares withheld or transferred shall be based on the Fair Market Value of the stock on the date that the amount of tax to be withheld is to be determined (the “Tax Date”). (c) iii. All elections under this Section 7 5(e) shall be subject to the following restrictions: (i) 1. All elections must be made prior to the Tax Date; (ii) 2. All elections shall be irrevocable; and (iii) 3. If Optionee the Grantee is an officer or director of the Company within the meaning of Section 16 of the Securities and Exchange Act of 1934 Act (“Section 16”), Optionee the Grantee must satisfy the requirements of such Section 16 and any applicable rules thereunder with respect to the use of stock to satisfy such tax withholding obligation.

Tax Withholding Obligations. (a) The Company’s obligation to issue Common Stock pursuant to Upon taxation of the exercise of this Option Restricted Stock, Grantee shall be subject to the requirement that Optionee make appropriate arrangements with the Company to provide for payment of all applicable tax withholdings, if any. Optionee Grantee may elect to satisfy pay such withholding liability by: (i) Payment withholdings to the Company in cash; (ii) Deduction cash or to have such withholding deducted from Optionee’s his regular pay; , or he may elect (iiia) Withholding of to have the Company withhold from vested shares of Common Stock otherwise issuable to OptioneeRestricted Stock, with such a number of shares having an aggregate Fair Market Value equal to the minimum amount required to be withheld or such lesser amount as may be elected by OptioneeGrantee; provided however, provided that such withholding the amount of shares does stock so withheld shall not result in an accounting charge to the Company; or , or (ivb) Transfer of to transfer to the Company a number of shares of Common Stock that were either acquired from the Company or by Optionee Grantee more than six (6) months prior to the transfer to the Company (or such longer period as may be is requested by the Committee in order to avoid an accounting charge to the Company), with such shares having ) and that have an aggregate Fair Market Value equal to the amount required to be withheld or such lesser or greater amount as may be elected by OptioneeGrantee, up to OptioneeGrantee’s marginal tax payment obligations associated with the Option exercise. (b) taxation of the Restricted Stock. All elections under this Section 7 shall be subject to the approval or disapproval of the Committee. The value of shares withheld or transferred shall be based on the Fair Market Value of the stock on the date that the amount of tax to be withheld is to be determined (the “Tax Date”). (c) All elections under . Any election to have shares withheld or transferred for this Section 7 shall purpose will be subject to the following restrictions: (i) All elections must be made prior to the Tax Date;Date (there may be separate Tax Dates for separate vesting periods). (ii) All elections once made shall be irrevocable; and. (iii) If Optionee Grantee is an officer or director of the Company within the meaning of Section 16 of the 1934 Act (“Section 16”), Optionee Grantee must satisfy the requirements of such Section 16 and any applicable rules thereunder with respect to the use of stock to satisfy such tax withholding obligation.

Tax Withholding Obligations. (a) The CompanyCorporation’s obligation to issue Common Stock pursuant to the exercise of this Option shall be subject to the requirement that Optionee Participant make appropriate arrangements with the Company Corporation to provide for payment of all applicable tax withholdings, if any. Optionee Participant may elect to satisfy such withholding liability by: tax withholdings obligations through one or a combination of the following: (iA) Payment to pay such withholdings to the Company Corporation in cash; , (iiB) Deduction to have such withholdings deducted from Optionee’s his or her regular pay; , or (iiiC) Withholding of if permitted by the Administrator, to have the Corporation withhold from shares of Common Stock otherwise issuable to OptioneeParticipant, with such shares having an aggregate Fair Market Value equal to the minimum amount required to be withheld or such lesser amount as may be elected by OptioneeParticipant; provided however, provided that such withholding the amount of shares does stock so withheld shall not result in an accounting charge to the Company; or (iv) Transfer of a number of Corporation. All fractional shares of Common Stock that were either acquired from the Company or by Optionee more than six (6) months prior to the transfer to the Company (or such longer period as may shall be requested by the Committee to avoid an accounting charge to the Company), with such shares having an aggregate Fair Market Value equal to the amount required to be withheld or such lesser or greater amount as may be elected by Optionee, up to Optionee’s marginal tax payment obligations associated with the Option exercise. (b) settled in cash. All elections under this Section 7 shall be subject to the approval or disapproval of the CommitteeAdministrator. The value of shares withheld or transferred shall be based on the Fair Market Value of the stock on the date that the amount of tax to be withheld is to be determined (the “Tax Date”). (c) All elections under . Any election to have shares withheld for this Section 7 shall purpose will be subject to the following restrictions: (i) All elections must be made prior to the Tax Date; (ii) All elections shall be irrevocable; and (iii) If Optionee Participant is an officer or director of the Company Corporation within the meaning of Section 16 of the 1934 Exchange Act (“Section 16”), Optionee Participant must satisfy the requirements of such Section 16 and any applicable rules thereunder with respect to the use of stock to satisfy such tax withholding obligation.

Tax Withholding Obligations. (a) The Company’s obligation to issue Common Stock pursuant to the exercise of this Option shall be subject to the requirement that Optionee make appropriate arrangements with the Company to provide for payment of all applicable tax withholdings, if any. Optionee may elect to satisfy such withholding liability by: (i) Payment to the Company in cash; (ii) Deduction from Optionee’s regular pay; (iii) Withholding of shares of Common Stock otherwise issuable to Optionee, with such shares having an aggregate Fair Market Value equal to the minimum amount required to be withheld or such lesser amount as may be elected by Optionee, provided that such withholding of shares does not result in an accounting charge to the Company; or (iv) Transfer of a number of shares of Common Stock that were either acquired from the Company or by Optionee more than six (6) months prior to the transfer to the Company (or such longer period as may be requested by the Committee to avoid an accounting charge to the Company), with such shares having an aggregate Fair Market Value equal to the amount required to be withheld or such lesser or greater amount as may be elected by Optionee, up to Optionee’s marginal tax payment obligations associated with the Option exercise. (b) All elections under this Section 7 8 shall be subject to the approval or disapproval of the Committee. The value of shares withheld or transferred shall be based on the Fair Market Value of the stock on the date that the amount of tax to be withheld is to be determined (the “Tax Date”). (c) All elections under this Section 7 8 shall be subject to the following restrictions: (i) All elections must be made prior to the Tax Date; (ii) All elections shall be irrevocable; and (iii) If Optionee is an officer or director of the Company within the meaning of Section 16 of the 1934 Act (“Section 16”), Optionee must satisfy the requirements of such Section 16 and any applicable rules thereunder with respect to the use of stock to satisfy such tax withholding obligation.

Tax Withholding Obligations. (a) The Company’s obligation to issue Common Stock pursuant to the exercise of this Option shall be subject to the requirement that the Optionee make appropriate arrangements with the Company to provide for payment of all applicable tax withholdings, if any. The Optionee may elect to satisfy pay such withholding liability by: (i) Payment withholdings to the Company in cash; (ii) Deduction cash or to have such withholding deducted from Optionee’s his or her regular pay; , or he or she may elect (iiia) Withholding of to have the Company withhold from shares of Common Stock otherwise issuable to Optionee, with such shares having an aggregate Fair Market Value equal to the minimum amount required to be withheld or such lesser amount as may be elected by Optionee; provided however, provided that such withholding the amount of shares does stock so withheld shall not result in an accounting charge to the Company; or , or (ivb) Transfer of to transfer to the Company a number of shares of Common Stock that were either acquired from the Company or by Optionee more than six (6) months prior to the transfer to the Company (or such longer period as may be is requested by the Committee in order to avoid an accounting charge to the Company), with such shares having ) and that have an aggregate Fair Market Value equal to the amount required to be withheld or such lesser or greater amount as may be elected by Optioneethe Participant, up to Optionee’s marginal tax payment obligations associated with the Option exercise. (b) . All elections under this Section 7 shall be subject to the approval or disapproval of the Committee. The value of shares withheld or transferred shall be based on the Fair Market Value of the stock on the date that the amount of tax to be withheld is to be determined (the “Tax Date”). (c) All elections under . Any election to have shares withheld or transferred for this Section 7 shall purpose will be subject to the following restrictions: (i) All elections must be made prior to the Tax Date;. (ii) All elections shall be irrevocable; and. (iii) If the Optionee is an officer or director of the Company within the meaning of Section 16 of the 1934 Act (“Section 16”), the Optionee must satisfy the requirements of such Section 16 and any applicable rules thereunder with respect to the use of stock to satisfy such tax withholding obligation.

Tax Withholding Obligations. (a) The Company’s obligation to issue Common Stock pursuant to Upon taxation of the exercise of this Option Restricted Stock, Grantee shall be subject to the requirement that Optionee make appropriate arrangements with the Company to provide for the payment of all applicable tax withholdings, if any. Optionee Grantee may elect to satisfy such withholding liability by: (i) Payment to the Company in cash, by wire transfer of immediately available funds, or by check made payable to the order of the Company; (ii) Deduction from OptioneeGrantee’s regular pay; (iii) Withholding of a number of shares of Common vested Restricted Stock otherwise issuable to Optionee, with such shares having an aggregate Fair Market Value equal to the minimum amount required to be withheld or such lesser amount greater amount, up to the maximum allowable, as may be elected by Optionee, provided that such withholding of shares does not result in an accounting charge to the CompanyGrantee; or (iv) Transfer to the Company of a number of shares of Common Stock that were either acquired from the Company or by Optionee Grantee more than six (6) months prior to the transfer to the Company (or such longer period as may be requested by the Committee to avoid an accounting charge to the Company), with such shares having an aggregate Fair Market Value equal to the amount required to be withheld or such lesser or greater amount as may be elected by OptioneeGrantee, up to OptioneeGrantee’s marginal tax payment obligations associated with the Option exercisetaxation of the Restricted Stock. (b) All elections under this Section 7 10 shall be subject to the approval or disapproval of the Committee. Unless the Committee determines otherwise or Grantee has notified the Company in writing otherwise, Grantee shall be deemed to have elected the method described in Section 10(a)(iii). The value of shares withheld or transferred shall be based on the Fair Market Value of the stock on the date that the amount of tax to be withheld is to be determined (the “Tax Date”). (c) All elections under this Section 7 10 shall be subject to the following restrictions: (i) All elections must be made prior to the Tax Date; (ii) All elections shall be irrevocable; and (iii) If Optionee Grantee is an officer or director of the Company within the meaning of Section 16 of the 1934 Act (“Section 16”), Optionee Grantee must satisfy the requirements of such Section 16 and any applicable rules thereunder with respect to the use of stock to satisfy such tax withholding obligation.

Tax Withholding Obligations. (a) The Company’s obligation to issue Common Stock pursuant to the exercise of this Option shall be subject to the requirement that the Optionee make appropriate arrangements with the Company to provide for payment of all applicable tax withholdings, if any. The Optionee may elect to satisfy pay such withholding liability by: (i) Payment withholdings to the Company in cash; (ii) Deduction cash or to have such withholding deducted from Optionee’s his regular pay; , or he may elect (iiia) Withholding of to have the Company withhold from shares of Common Stock otherwise issuable to Optionee, with such shares having an aggregate Fair Market Value equal to the minimum amount required to be withheld or such lesser amount as may be elected by Optionee; provided however, provided that such withholding the amount of shares does stock so withheld shall not result in an accounting charge to the Company; or , or (ivb) Transfer of to transfer to the Company a number of shares of Common Stock that were either acquired from the Company or by Optionee more than six (6) months prior to the transfer to the Company (or such longer period as may be is requested by the Committee in order to avoid an accounting charge to the Company), with such shares having ) and that have an aggregate Fair Market Value equal to the amount required to be withheld or such lesser or greater amount as may be elected by Optioneethe Participant, up to Optionee’s marginal tax payment obligations associated with the Option exercise. (b) . All elections under this Section 7 shall be subject to the approval or disapproval of the Committee. The value of shares withheld or transferred shall be based on the Fair Market Value of the stock on the date that the amount of tax to be withheld is to be determined (the “Tax Date”). (c) All elections under . Any election to have shares withheld or transferred for this Section 7 shall purpose will be subject to the following restrictions: (i) All elections must be made prior to the Tax Date;. (ii) All elections shall be irrevocable; and. (iii) If the Optionee is an officer or director of the Company within the meaning of Section 16 of the 1934 Act (“Section 16”), the Optionee must satisfy the requirements of such Section 16 and any applicable rules thereunder with respect to the use of stock to satisfy such tax withholding obligation.

Tax Withholding Obligations. (a) The Company’s obligation to issue Common Stock pursuant to the exercise of this Option shall be subject to the requirement that the Optionee make appropriate arrangements with the Company to provide for payment of all applicable tax withholdings, if any. The Optionee may elect to satisfy pay such withholding liability by: (i) Payment withholdings to the Company in cash; (ii) Deduction cash or to have such withholding deducted from Optionee’s his regular pay; , or he may elect (iiia) Withholding of to have the Company withhold from shares of Common Stock otherwise issuable to Optionee, with such shares having an aggregate Fair Market Value equal to the minimum amount required to be withheld or such lesser amount as may be elected by Optionee; provided however, provided that such withholding the amount of shares does stock so withheld shall not result in an accounting charge to the Company; or , or (ivb) Transfer of to transfer to the Company a number of shares of Common Stock that were either acquired from the Company or by Optionee more than six (6) months prior to the transfer to the Company (or such longer period as may be is requested by the Committee in order to avoid an accounting charge to the Company), with such shares having ) and that have an aggregate Fair Market Value equal to the amount required to be withheld or such lesser or greater amount as may be elected by Optioneethe Participant, up to Optionee’s marginal tax payment obligations associated with the Option exercise. (b) . All elections under this Section 7 shall be subject to the approval or disapproval of the Committee. The value of shares withheld or transferred shall be based on the Fair Market Value of the stock on the date that the amount of tax to be withheld is to be determined (the “Tax Date”). (c) All elections under . Any election to have shares withheld or transferred for this Section 7 shall purpose will be subject to the following restrictions: (i) All elections must be made prior to the Tax Date;. (ii) All elections shall be irrevocable; and. (iii) If the Optionee is an officer or director of the Company within the meaning of Section 16 of the 1934 Act (“Section 16”), the Optionee must satisfy the requirements of such Section 16 and any applicable rules thereunder with respect to the use of stock to satisfy such tax withholding obligation.

Tax Withholding Obligations. (a) The Company’s obligation to issue Common Stock pursuant to Upon taxation of the exercise of this Option Restricted Stock, Grantee shall be subject to the requirement that Optionee make appropriate arrangements with the Company to provide for the payment of all applicable tax withholdings, if any. Optionee Grantee may elect to satisfy such withholding liability by: (i) Payment to the Company in cash; (ii) Deduction from OptioneeGrantee’s regular pay; (iii) Withholding of a number of shares of Common vested Restricted Stock otherwise issuable to Optionee, with such shares having an aggregate Fair Market Value equal to the minimum amount required to be withheld or such lesser amount greater amount, up to the maximum allowable, as may be elected by Optionee, provided that such withholding of shares does not result in an accounting charge to the CompanyGrantee; or (iv) Transfer to the Company of a number of shares of Common Stock that were either acquired from the Company or by Optionee Grantee more than six (6) months prior to the transfer to the Company (or such longer period as may be requested by the Committee to avoid an accounting charge to the Company), with such shares having an aggregate Fair Market Value equal to the amount required to be withheld or such lesser or greater amount as may be elected by OptioneeGrantee, up to OptioneeGrantee’s marginal tax payment obligations associated with the Option exercisetaxation of the Restricted Stock. (b) All elections under this Section 7 10 shall be subject to the approval or disapproval of the Committee. Unless the Committee determines otherwise or Grantee has notified the Company in writing otherwise, Grantee shall be deemed to have elected the method described in Section 10(a)(iii). The value of shares withheld or transferred shall be based on the Fair Market Value of the stock on the date that the amount of tax to be withheld is to be determined (the “"Tax Date”"). (c) All elections under this Section 7 10 shall be subject to the following restrictions: (i) All elections must be made prior to the Tax Date; (ii) All elections shall be irrevocable; and (iii) If Optionee Grantee is an officer or director of the Company within the meaning of Section 16 of the 1934 Act (“"Section 16”"), Optionee Grantee must satisfy the requirements of such Section 16 and any applicable rules thereunder with respect to the use of stock to satisfy such tax withholding obligation.

Tax Withholding Obligations. (a) The Company’s obligation to issue Common Stock pursuant to Upon taxation of the exercise of this Option Restricted Stock, Grantee shall be subject to the requirement that Optionee make appropriate arrangements with the Company to provide for the payment of all applicable tax withholdings, if any. Optionee Grantee may elect to satisfy such withholding liability by: (i) Payment to the Company in cash; (ii) Deduction from OptioneeGrantee’s regular pay; (iii) Withholding of a number of shares of Common vested Restricted Stock otherwise issuable to Optionee, with such shares having an aggregate Fair Market Value equal to the minimum amount required to be withheld or such lesser amount as may be elected by Optionee, provided that such withholding of shares does not result in an accounting charge to the CompanyGrantee; or (iv) Transfer to the Company of a number of shares of Common Stock that were either acquired from the Company or by Optionee Grantee more than six (6) months prior to the transfer to the Company (or such longer period as may be requested by the Committee to avoid an accounting charge to the Company), with such shares having an aggregate Fair Market Value equal to the amount required to be withheld or such lesser or greater amount as may be elected by OptioneeGrantee, up to OptioneeGrantee’s marginal tax payment obligations associated with the Option exercisetaxation of the Restricted Stock. (b) All elections under this Section 7 10 shall be subject to the approval or disapproval of the Committee. Unless the Committee determines otherwise or Grantee has notified the Company in writing otherwise, Grantee shall be deemed to have elected the method described in Section 10(a)(iii). The value of shares withheld or transferred shall be based on the Fair Market Value of the stock on the date that the amount of tax to be withheld is to be determined (the “Tax Date”). (c) All elections under this Section 7 10 shall be subject to the following restrictions: (i) All elections must be made prior to the Tax Date; (ii) All elections shall be irrevocable; and (iii) If Optionee Grantee is an officer or director of the Company within the meaning of Section 16 of the 1934 Act (“Section 16”), Optionee Grantee must satisfy the requirements of such Section 16 and any applicable rules thereunder with respect to the use of stock to satisfy such tax withholding obligation.