Common use of Withholding Taxes; Section 83(b) Election Clause in Contracts

Withholding Taxes; Section 83(b) Election. (a) The Participant acknowledges and agrees that the Company has the right to deduct from payments of any kind otherwise due to the Participant any federal, state, local or other taxes of any kind required by law to be withheld with respect to the issuance of the Shares to the Participant or the lapse of the forfeiture provisions. For so long as the Common Stock is registered under the Exchange Act, the Participant may satisfy such tax obligations in whole or in part by delivery of shares of Common Stock, including shares retained from this award, valued at their Fair Market Value; provided, however, that (i) 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) and (ii) satisfaction of such tax obligations through shares of the Company’s Common Stock, including Shares retained from this award, may only be authorized by the Company’s Compensation Committee in its sole discretion at any time prior to the occurrence of a vesting date (whereby such Committee may adopt a resolution permitting the Participant to satisfy his or her tax withholding obligation through the surrender of shares of the Company’s Common Stock, including a portion of the Shares the vesting of which gives rise to the withholding obligations). Shares surrendered to satisfy tax withholding requirements cannot be subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements.

Withholding Taxes; Section 83(b) Election. (a) The Participant expressly acknowledges and agrees that the Company has the right to deduct from payments of any kind otherwise due to the Participant any federal, state, local or other taxes of any kind required by law to be withheld with respect to the issuance award of the Restricted Shares to the Participant or the lapse of vesting thereof will give rise to “wages” subject to withholding. The Participant expressly acknowledges and agrees that the forfeiture provisions. For so long as the Common Stock is registered under the Exchange Act, Participant’s rights hereunder are subject to the Participant may satisfy such tax obligations ‘s paying to the Company in whole cash (or in part by the delivery of previously acquired shares of Common StockStock or by having the Company hold back from the shares to be delivered, including shares retained from this award, valued at their of Common Stock having a Fair Market ValueValue calculated to satisfy the withholding requirement) all federal, state, local and any other applicable taxes required to be withheld in connection with such award or vesting; provided, however, that (i) except as otherwise provided by the Board, 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). If the withholding obligation is not satisfied by the Participant promptly, the Participant acknowledges and agrees that the Company has the right (without further consent from the Participant) and (ii) satisfaction to deduct any federal, state or local taxes of such tax obligations through shares any kind required by law to be withheld with respect to the award of the Company’s Common Stock, including Restricted Shares retained from this award, may only be authorized by the Company’s Compensation Committee in its sole discretion at any time prior to the occurrence Participant or the vesting thereof from payments of a vesting date (whereby such Committee may adopt a resolution permitting any kind otherwise due to the Participant (including but not limited to, the hold back from the shares to be delivered pursuant to Section 7 of this Agreement of that number of shares calculated to satisfy his or her tax withholding obligation through the surrender of shares of the Company’s Common Stockall such federal, including a portion of the Shares the vesting of which gives rise to the withholding obligations). Shares surrendered to satisfy tax withholding requirements cannot be subject to any repurchasestate, forfeiture, unfulfilled vesting local or other similar requirementsapplicable taxes required to be withheld in connection with such award or vesting).

Withholding Taxes; Section 83(b) Election. (a) The Participant acknowledges and agrees that the Company has the right to deduct from payments of any kind otherwise due to the Participant any federal, state, local or other taxes of any kind required by law to be withheld with respect to the issuance of the Shares to the Participant or the lapse of the forfeiture provisions. For so long as the Common Stock is registered under the Exchange Act, the Participant may satisfy such tax obligations in whole or in part by delivery of shares of Common Stock, including shares retained from this award, valued at their Fair Market Value; provided, however, that (i) 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) and (ii) satisfaction of such tax obligations through shares of the Company’s Common Stock, including Shares retained from this award, may only be authorized by the Company’s Compensation Committee in its sole discretion at any time prior to the occurrence of a vesting date (whereby such Committee may adopt a resolution permitting the Participant to satisfy his or her tax withholding obligation through the surrender of shares of the Company’s Common Stock, including a portion of the Shares the vesting of which gives rise to the withholding obligations). Shares surrendered to satisfy tax withholding requirements cannot be subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements.

Withholding Taxes; Section 83(b) Election. (a) 6.1 The Participant acknowledges and agrees that the Company has the right to deduct from payments of any kind otherwise due to the Participant any federal, state, local or other taxes of any kind required by law to be withheld with respect to the issuance of the Shares to the Participant or the lapse of the forfeiture provisions. For so long as the Common Stock is registered under the Exchange Act, the Participant may satisfy such tax obligations in whole or in part by delivery of shares of Common Stock, including shares retained from this award, valued at their Fair Market Value; provided, however, that (i) 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) and (ii) satisfaction of such tax obligations through shares of the Company’s Common Stock, including Shares retained from this award, may only be authorized by the Company’s Compensation Committee in its sole discretion at any time prior to the occurrence of a vesting date (whereby such Committee may adopt a resolution permitting the Participant to satisfy his or her tax withholding obligation through the surrender of shares of the Company’s Common Stock, including a portion of the Shares the vesting of which gives rise to the withholding obligations). Shares surrendered to satisfy tax withholding requirements cannot be subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements.

Withholding Taxes; Section 83(b) Election. (a) The Participant expressly acknowledges and agrees that the Company has the right to deduct from payments of any kind otherwise due to the Participant any federal, state, local or other taxes of any kind required by law to be withheld with respect to the issuance award of the Restricted Shares to the Participant or the lapse of vesting thereof will give rise to "wages" subject to withholding. The Participant expressly acknowledges and agrees that the forfeiture provisions. For so long as Participant's rights hereunder are subject to the Common Stock is registered under Participant's paying to the Exchange Act, Company in cash (or by the Participant may satisfy such tax obligations in whole or in part by delivery of previously acquired shares of Common StockStock or by having the Company hold back from the shares to be delivered, including shares retained from this award, valued at their of Common Stock having a Fair Market ValueValue calculated to satisfy the withholding requirement) all federal, state, local and any other applicable taxes required to be withheld in connection with such award or vesting; provided, however, that (i) except as otherwise provided by the Board, 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). If the withholding obligation is not satisfied by the Participant promptly, the Participant acknowledges and agrees that the Company has the right (without further consent from the Participant) and (ii) satisfaction to deduct any federal, state or local taxes of such tax obligations through shares any kind required by law to be withheld with respect to the award of the Company’s Common Stock, including Restricted Shares retained from this award, may only be authorized by the Company’s Compensation Committee in its sole discretion at any time prior to the occurrence Participant or the vesting thereof from payments of a vesting date (whereby such Committee may adopt a resolution permitting any kind otherwise due to the Participant (including but not limited to, the hold back from the shares to be delivered pursuant to Section 7 of this Agreement of that number of shares calculated to satisfy his or her tax withholding obligation through the surrender of shares of the Company’s Common Stockall such federal, including a portion of the Shares the vesting of which gives rise to the withholding obligations). Shares surrendered to satisfy tax withholding requirements cannot be subject to any repurchasestate, forfeiture, unfulfilled vesting local or other similar requirementsapplicable taxes required to be withheld in connection with such award or vesting).