Common use of Withholding Arrangements Clause in Contracts

Withholding Arrangements. The Administrator, in its sole discretion and under such procedures as it may specify from time to time, may elect to satisfy such Tax Withholding, in whole or in part (including in combination) by (without limitation) (i) requiring the Participant to pay cash, check or other cash equivalents, (ii) withholding otherwise deliverable cash (including cash from the sale of Shares issued to the Participant) or Shares having a fair market value equal to the amount required to be withheld or such greater amount (including up to a maximum statutory amount) as the Administrator may determine or permit if such amount does not result in unfavorable financial accounting treatment, as the Administrator determines in its sole discretion, (iii) forcing the sale of Shares issued pursuant to an Award (or exercise thereof) having a fair market value equal to the minimum statutory amount applicable in a Participant’s jurisdiction or any greater amount as the Administrator may determine or permit if such greater amount would not result in unfavorable financial accounting treatment, as the Administrator determines in its sole discretion, (iv) requiring the Participant to deliver to the Company already-owned Shares having a fair market value equal to the minimum statutory amount required to be withheld or any greater amount as the Administrator may determine or permit if such greater amount would not result in unfavorable financial accounting treatment, as the Administrator determines in its sole discretion, (v) requiring the Participant to engage in a cashless exercise transaction (whether through a broker or otherwise) implemented by the Company in connection with the Plan, (vi) having the Company or a Parent or Subsidiary withhold from wages or any other cash amount due or to become due to the Participant and payable by the Company or any Parent or Subsidiary, or (vii) such other consideration and method of payment for the meeting of Tax Withholding as the Administrator may determine to the extent permitted by Applicable Laws, provided that, in all instances, the satisfaction of the Tax Withholding will not result in any adverse accounting consequence to the Company, as the Administrator may determine in its sole discretion. The fair market value of the Shares to be withheld or delivered will be determined as of the date the amount of tax to be withheld is calculated or such other date as Administrator determines is applicable or appropriate with respect to the Tax Withholding calculation.

Withholding Arrangements. The Administrator, in its sole discretion and under pursuant to such procedures as it may specify from time to time, may elect permit a Participant to satisfy such Tax Withholdingtax liability or withholding obligation, in whole or in part by such methods as the Administrator shall determine, including (including in combinationa) by (without limitation) (i) requiring the Participant to pay paying cash, check or other cash equivalents, (iib) withholding electing to have the Company withhold otherwise deliverable cash (including cash from the sale of Shares issued to the Participant) or Shares having a fair market value equal to the minimum statutory amount required to be withheld or such greater amount (including up to a maximum statutory amount) as the Administrator may determine or permit if such amount does would not result in unfavorable financial have adverse accounting treatmentconsequences, as the Administrator determines in its sole discretion, (iiic) forcing the sale of Shares issued pursuant to an Award (or exercise thereof) having a fair market value equal to the minimum statutory amount applicable in a Participant’s jurisdiction or any greater amount as the Administrator may determine or permit if such greater amount would not result in unfavorable financial accounting treatment, as the Administrator determines in its sole discretion, (iv) requiring the Participant to deliver delivering to the Company already-owned Shares having a fair market value equal to the minimum statutory amount required to be withheld or any such greater amount as the Administrator may determine or permit if determine, in each case, provided the delivery of such greater amount would Shares will not result in unfavorable financial any adverse accounting treatmentconsequences, as the Administrator determines in its sole discretion, (vd) requiring selling a sufficient number of Shares otherwise deliverable to the Participant to engage through such means as the Administrator may determine in a cashless exercise transaction its sole discretion (whether through a broker or otherwise) implemented by equal to the Company in connection with the Planamount required to be withheld or paid, (vi) having the Company or a Parent or Subsidiary withhold from wages or any other cash amount due or to become due to the Participant and payable by the Company or any Parent or Subsidiary, or (viie) such other consideration and method of payment for the meeting of Tax Withholding tax liabilities or withholding obligations as the Administrator may determine to the extent permitted by Applicable Laws, provided that, in all instances, the satisfaction or (f) any combination of the Tax Withholding foregoing methods of payment. The amount of the withholding obligation will be deemed to include any amount which the Administrator agrees may be withheld at the time the election is made, not result in any adverse accounting consequence to exceed the amount determined by using the maximum federal, state or local marginal income tax rates applicable to the Company, Participant with respect to the Award on the date that the amount of tax to be withheld is to be determined 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. The fair market value of the Shares to be withheld or delivered will be determined as of the date that the amount of tax taxes are required to be withheld is calculated or such other date as Administrator determines is applicable or appropriate with respect to the Tax Withholding calculationwithheld.

Withholding Arrangements. The Administrator, in its sole discretion and under pursuant to such procedures as it may specify from time to time, may elect permit a Participant to satisfy such Tax Withholdingtax liability or withholding obligation, in whole or in part (including in combination) by (such methods as the Administrator shall determine, including, without limitation, (a) (i) requiring the Participant to pay paying cash, check or other cash equivalents, (iib) withholding electing to have the Company withhold otherwise deliverable cash (including cash from the sale of Shares issued to the Participant) or Shares having a fair market value equal to the minimum statutory amount required to be withheld or such greater amount (including up to a maximum statutory amount) as the Administrator may determine or permit if such amount does would not result in unfavorable financial have adverse accounting treatmentconsequences, as the Administrator determines in its sole discretion, (iiic) forcing the sale of Shares issued pursuant to an Award (or exercise thereof) having a fair market value equal to the minimum statutory amount applicable in a Participant’s jurisdiction or any greater amount as the Administrator may determine or permit if such greater amount would not result in unfavorable financial accounting treatment, as the Administrator determines in its sole discretion, (iv) requiring the Participant to deliver delivering to the Company already-owned Shares having a fair market value equal to the minimum statutory amount required to be withheld or any such greater amount as the Administrator may determine or permit if determine, in each case, provided the delivery of such greater amount would Shares will not result in unfavorable financial any adverse accounting treatmentconsequences, as the Administrator determines in its sole discretion, (vd) requiring selling a sufficient number of Shares otherwise deliverable to the Participant to engage through such means as the Administrator may determine in a cashless exercise transaction its sole discretion (whether through a broker or otherwise) implemented by equal to the Company in connection with the Planamount required to be withheld or paid, (vi) having the Company or a Parent or Subsidiary withhold from wages or any other cash amount due or to become due to the Participant and payable by the Company or any Parent or Subsidiary, or (viie) such other consideration and method of payment for the meeting of Tax Withholding tax liabilities or withholding obligations as the Administrator may determine to the extent permitted by Applicable Laws, provided that, in all instances, the satisfaction or (f) any combination of the Tax Withholding foregoing methods of payment. The amount of the withholding obligation will be deemed to include any amount which the Administrator agrees may be withheld at the time the election is made, not result in any adverse accounting consequence to exceed the amount determined by using the maximum federal, state or local marginal income tax rates applicable to the Company, Participant with respect to the Award on the date that the amount of tax to be withheld is to be determined 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. The fair market value of the Shares to be withheld or delivered will be determined as of the date that the amount of tax taxes are required to be withheld is calculated or such other date as Administrator determines is applicable or appropriate with respect to the Tax Withholding calculationwithheld.