Payment of Stock Units and Tax Withholding Clause Example with 6 Variations from Business Contracts
This page contains Payment of Stock Units and Tax Withholding clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Payment of Stock Units and Tax Withholding. (a) If and when the Stock Units vest, the Company shall issue to the Participant one share of Company Stock for each vested Stock Unit, or an amount of cash equal to the value of a share of Company Stock for each vested Stock Unit, or a combination of the foregoing, subject to applicable tax withholding obligations. Subject to Sections 5(b) and 13 below, payment shall be made within 30 days after the first to occur of (i) the Participant's termination of employment or service with the Employer o...n account of Retirement (to the extent the Stock Units vest on Retirement); and (ii) the applicable Vesting Date. 2 (b) All obligations of the Company under this Agreement shall be subject to the rights of the Employer as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. At such time as the Committee may determine in its discretion under the Plan, at the time of payment in accordance with Section 5(a) above, or if applicable, at the time the Stock Units vest, the number of shares issued to the Participant shall be reduced by a number of shares of Company Stock with a Fair Market Value (measured as of the Vesting Date) equal to an amount of the FICA, federal income, state, local and other tax liabilities required by law to be withheld with respect to the payment of the Stock Units. To the extent not withheld in accordance with the immediately preceding sentence, the Participant shall be required to pay to the Employer, or make other arrangements satisfactory to the Employer to provide for the payment of, any federal, state, local or other taxes that the Employer is required to withhold with respect to the Stock Units. (c) The obligation of the Company to deliver Company Stock shall also be subject to the condition that if at any time the Board shall determine in its discretion that the listing, registration or qualification of the shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance of shares, the shares may not be issued in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Board. The issuance of shares, if any, to the Participant pursuant to this Agreement is subject to any applicable taxes and other laws or regulations of the United States or of any state, municipality or other country having jurisdiction thereof.View More
Variations of a "Payment of Stock Units and Tax Withholding" Clause from Business Contracts
Payment of Stock Units and Tax Withholding. (a) If and when the Stock Units vest, the The Company shall issue to the Participant one share of Company Stock for each vested Stock Unit, or an amount of cash equal to the value of a share of Company Stock for each vested Stock Unit, or a combination of the foregoing, subject to applicable tax withholding obligations. Subject to Sections Section 5(b) and 13 below, payment such issuance shall be made within 30 sixty (60) days after following the first to occur of (i) the Participant's terminati...on date the Participant has a separation from service within the meaning of employment Section 409A of the Code, or service with (ii) a Change of Control, provided that such Change of Control would also constitute a change in ownership or effective control of, or a change in the Employer on account ownership of Retirement (to a substantial portion of the extent the Stock Units vest on Retirement); and (ii) the applicable Vesting Date. 2 (b) All obligations of assets of, the Company under this Agreement Section 409A of the Code ((i) or (ii), as applicable the "Settlement Date"). No payment shall be subject made with respect to the rights of the Employer any unvested Stock Units that terminate as set forth described in the Plan to withhold amounts required to be withheld for any taxes, if applicable. Sections 4(a) above. (b) At such time as the Committee may determine in its discretion under the Plan, at the time of payment in accordance with Section 5(a) above, or if applicable, at the time the Stock Units vest, the number of shares issued to the Participant shall be reduced by a number of shares of Company Stock with a Fair Market Value (measured as of the Vesting Date) equal to an amount of the FICA, federal income, (including FICA), state, local and other tax liabilities required by law to be withheld with respect to the payment of the Stock Units. To the extent the Company determines that it is not withheld reasonably practicable to withhold in accordance with the immediately preceding sentence, the Participant shall be required to pay to the Employer, or make other arrangements satisfactory to the Employer to provide for the payment of, any federal, state, local or other taxes that the Employer is required to withhold with respect to the Stock Units. Unless the Committee determines otherwise, share withholding for taxes shall not exceed the Participant's minimum applicable tax withholding amount. (c) The obligation of the Company to deliver Company Stock shall also be subject to the condition that if at any time the Board shall determine in its discretion that the listing, registration or qualification of the shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance of shares, shares (any such circumstance, a "Securities Requirement"), the shares may not be issued in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Board. The issuance of shares, if any, to the Participant pursuant to this Agreement is subject to any applicable taxes and other laws or regulations of the United States or of any state, municipality or other country state having jurisdiction thereof. In the event that the Company delays issuance of shares of Company Stock hereunder as a result of a Securities Requirement, such issuance shall be made at the earliest date at which the Company reasonably determines that such issuance will not violate a Securities Requirement, as required by Treasury Regulation Section 1.409A-2(b)(7)(ii). No payment shall be delayed under this Section 5(c) if such delay will result in a violation of Section 409A of the Code. 2 6. No Stockholder Rights; Dividend Equivalents. Neither the Participant, nor any person entitled to receive payment in the event of the Participant's death, shall have any of the rights and privileges of a stockholder with respect to shares of Company Stock, including voting or dividend rights, until certificates for shares have been issued upon payment of Stock Units. The Participant acknowledges that no election under Section 83(b) of the Code is available with respect to Stock Units. Notwithstanding the foregoing, the Participant shall be entitled to accrue Dividend Equivalents on the shares underlying the Stock Units prior to the Settlement Date, which shall be credited to the Stock Unit account for the Participant and will be paid or distributed in the form of cash or shares of Company Stock, in the Committee's discretion, (i) with respect to Dividend Equivalents of dividends paid by the Company on or prior to the Vesting Date, within thirty (30) days following the Vesting Date, or (ii) with respect to Dividend Equivalents of dividends paid by the Company following the Vesting Date, within thirty (30) days following the date such dividend is paid by the Company. If paid in shares of Company Stock, the number of shares of Company Stock that shall be issued with respect to such Dividend Equivalents shall be equal to (a) the accumulated unpaid Dividend Equivalents, divided by (b) the Fair Market Value per share of Company Stock on the date preceding the date on which the Dividend Equivalents are paid, rounded down to the nearest whole share, and the Company shall pay the Fair Market Value of any fractional share thus eliminated in cash. For the avoidance of doubt, Dividend Equivalents shall vest and be paid only to the extent that the underlying Stock Units vest. View More
Payment of Stock Units and Tax Withholding. (a) If and when the Stock Units vest, the Company shall issue to the Participant one share of Company Common Stock for each vested Stock Unit, or an amount of cash equal to the value of a share of Company Stock for each vested Stock Unit, or a combination of the foregoing, subject to applicable tax withholding obligations. Subject to Sections 5(b) and 13 below, payment Payment shall be made within 30 days after the first earlier [earliest] to occur of the following: (i) the applicable Vesting Da...te, [or] (ii) the Participant's termination of employment or service with the Employer on account of Retirement (to the extent the Stock Units vest on Retirement); and (ii) the applicable Vesting Date. 2 death[, or (iii) a Change in Control]. (b) All obligations of the Company under this Agreement shall be subject to the rights of the Employer as set forth in the Plan to withhold amounts required by law to be withheld for any taxes, if applicable. At such time as the Committee may determine in its discretion under the Plan, at the time of payment in accordance with Section 5(a) above, or if applicable, at the time the Stock Units vest, the number of shares issued to the Participant shall be reduced by a number of shares of Company Stock with a Fair Market Value (measured as of the Vesting Date) equal to an amount of the FICA, federal income, state, local and other tax liabilities required by law ("Withholding Taxes"), if applicable. By accepting this Agreement, Participant hereby: (1) elects, effective on the date Participant accepts this Agreement, to be withheld sell shares of Common Stock issued in respect of the Agreement in an amount having an aggregate Fair Market Value equal to the Withholding Taxes, and to allow UBS Financial Services Inc. (the "Broker") to remit the cash proceeds of such sale to the Company (a "Sell to Cover"); (2) directs the Company to make a cash payment to satisfy the Withholding Taxes from the cash proceeds of such sale directly to the appropriate taxing authorities; and (3) represents and warrants that (i) on the date Participant accepts this Agreement he or she is not aware of any material, nonpublic information with respect to the payment Company or any securities of the Company, is not subject to any legal, regulatory or contractual restriction that would prevent the Broker from conducting sales, does not have, and will not attempt to exercise, authority, influence or control over any sales of Common Stock Units. effected by the Broker pursuant to the Agreement, and is entering into the Agreement and this election to Sell to Cover in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1 (regarding trading of the Company's securities on the basis of material nonpublic information) under the Exchange Act, and (iii) it is Participant's intent that this election to Sell to Cover comply with the requirements of Rule 10b5-1(c)(1) under the Exchange Act and be interpreted to comply with the requirements of Rule 10b5-1(c) under the Exchange Act. The Participant further acknowledges that by accepting this Agreement, Participant is adopting a 10b5-1 Plan to permit Participant to conduct a Sell to Cover sufficient to satisfy the Withholding Taxes. To the extent not withheld paid in accordance with the immediately preceding sentence, the Participant shall be required to pay to the Employer, or make other arrangements satisfactory to the Employer to provide for the payment of, any federal, state, local or other taxes that the Employer is required to withhold with respect to the Stock Units. (c) The obligation of the Company to deliver Company Common Stock shall also be subject to the condition that if at any time the Board shall determine in its discretion that the listing, registration or qualification of the shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance of shares, the shares may not be issued in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Board. The issuance of shares, if any, to the Participant pursuant to this Agreement is subject to any applicable taxes and other laws or regulations of the United States or of any state, municipality or other country having jurisdiction thereof. View More
Payment of Stock Units and Tax Withholding. (a) If and when the Stock Units vest, Prior to, or on, _______________, the Company shall issue to the Participant one share of Company Common Stock for each vested Stock Unit, or an amount of cash equal to the value of a share of Company Stock for each vested Stock Unit, or a combination of the foregoing, subject to applicable tax withholding obligations. Subject to Sections 5(b) and 13 below, payment shall be made within 30 days after the first to occur of (i) the Participant's termination of ...employment or service with the Employer on account of Retirement (to the extent the Stock Units vest on Retirement); and (ii) the applicable Vesting Date. 2 (b) All obligations of the Company under this Agreement shall be subject to the rights of the Employer Company and its subsidiaries (the "Employer") as set forth in the Plan to withhold amounts required by law to be withheld for any taxes, if applicable. At such time as the Committee may determine in its discretion under the Plan, at the time of payment in accordance with Section 5(a) above, or if applicable, at the time the Stock Units vest, the number of shares issued to the Participant shall be reduced by a number of shares of Company Stock with a Fair Market Value (measured as of the Vesting Date) equal to an amount of the FICA, federal income, state, local and other tax liabilities required by law ("Withholding Taxes"), if applicable. By accepting this Agreement, Participant hereby elects, effective on the date Participant accepts this Agreement, to be withheld with sell shares of Common Stock issued in respect of the Agreement in an amount having an aggregate Fair Market Value equal to the payment Withholding Taxes, and to allow UBS Financial Services Inc. (the "Broker") to remit the cash proceeds of such sale to the Stock Units. Company (a "Sell to Cover"). The Participant represents that the Participant has adopted a 10b5-1 Plan to permit Participant to conduct a Sell to Cover sufficient to satisfy the Withholding Taxes. To the extent not withheld paid in accordance with the immediately preceding sentence, sentences, the Participant shall be required to pay to the Employer, or make other arrangements satisfactory to the Employer to provide for the payment of, any federal, state, local or other taxes that the Employer is required to withhold with respect to the Stock Units. (c) The obligation of the Company to deliver Company Common Stock shall also be subject to the condition that if at any time the Board shall determine in its discretion that the listing, registration or qualification of the shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance of shares, the shares may not be issued in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Board. The issuance of shares, if any, to the Participant pursuant to this Agreement is subject to any applicable taxes and other laws or regulations of the United States or of any state, municipality or other country having jurisdiction thereof. View More
Payment of Stock Units and Tax Withholding. (a) If and when the Stock Units vest, the The Company shall issue to the Participant one share of Company Stock for each vested Stock Unit, or an amount of cash equal to the value of a share of Company Stock for each vested Stock Unit, or a combination of the foregoing, subject to applicable tax withholding obligations. Subject to Sections Section 5(b) and 13 below, such issuance shall be made within sixty (60) days following the applicable Vesting Date. No payment shall be made within 30 days a...fter the first with respect to occur of (i) the Participant's termination of employment or service with the Employer on account of Retirement (to the extent the any unvested Stock Units vest on Retirement); that terminate as described in Sections 4(a) and (ii) the applicable Vesting Date. 4(d) above. 2 (b) All obligations of the Company under this Agreement shall be subject to the rights of the Employer as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. At such time as the Committee may determine in its discretion under the Plan, at the time of payment in accordance with Section 5(a) above, or if applicable, at the time the Stock Units vest, the number of shares issued to the Participant shall be reduced by a number of shares of Company Stock with a Fair Market Value (measured as of the Vesting Date) equal to an amount of the FICA, federal income, (including FICA), state, local and other tax liabilities required by law to be withheld with respect to the payment of the Stock Units. To the extent the Company determines that it is not withheld reasonably practicable to withhold in accordance with the immediately preceding sentence, the Participant shall be required to pay to the Employer, or make other arrangements satisfactory to the Employer to provide for the payment of, any federal, state, local or other taxes that the Employer is required to withhold with respect to the Stock Units. Unless the Committee determines otherwise, share withholding for taxes shall not exceed the Participant's minimum applicable tax withholding amount. (c) The obligation of the Company to deliver Company Stock shall also be subject to the condition that if at any time the Board shall determine in its discretion that the listing, registration or qualification of the shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance of shares, shares (any such circumstance, a "Securities Requirement"), the shares may not be issued in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Board. The issuance of shares, if any, to the Participant pursuant to this Agreement is subject to any applicable taxes and other laws or regulations of the United States or of any state, municipality or other country state having jurisdiction thereof. In the event that the Company delays issuance of shares of Company Stock hereunder as a result of a Securities Requirement, such issuance shall be made at the earliest date at which the Company reasonably determines that such issuance will not violate a Securities Requirement, as required by Treasury Regulation Section 1.409A-2(b)(7)(ii). No payment shall be delayed under this Section 5(c) if such delay will result in a violation of Section 409A of the Code. View More
Payment of Stock Units and Tax Withholding. (a) If and when the Stock Units vest, the Company shall issue to the Participant one share of Company Stock for each vested Stock Unit, or an amount of cash equal to the value of a share of Company Stock for each vested Stock Unit, or a combination of the foregoing, subject to applicable tax withholding obligations. obligations for Taxes. Subject to Sections 5(b) and 13 below, payment shall be made within 30 days after the first to occur of (i) the Participant's termination of employment or serv...ice with the Employer on account of Retirement (to the extent the Stock Units vest on Retirement); and (ii) the applicable Vesting Date. 2 (b) All obligations of the Company under this Agreement shall be subject to the rights of the Employer as set forth in the Plan to withhold amounts required to be withheld withheld, collected or accounted for with respect to any income taxes, employment taxes, social insurance, social security, national insurance contributions, other contributions, payroll taxes, payment on account obligations and other amounts ("Taxes"), if applicable. At such time as the Committee may determine in its discretion under the Plan, at the time of payment in accordance with Section 5(a) above, or if applicable, at the time 2 the Stock Units vest, the number of shares issued to the Participant shall may be reduced by a number of shares of Company Stock with a Fair Market Value (measured as of the Vesting Date) equal to an amount of the FICA, federal income, state, local and other tax liabilities Taxes required by law to be withheld withheld, collected or accounted for with respect to the payment of the Stock Units. If shares are withheld to cover the obligation for Taxes, then for tax purposes, the Participant shall be deemed to have been issued the full number of shares of Company Stock with respect to the vested Stock Units notwithstanding that a number of shares are held back for purposes of paying Taxes. To the extent not withheld in accordance with the immediately preceding sentence, sentence or to the extent the number of shares withheld is not sufficient to cover the obligation for Taxes, the Participant shall be required to pay to the Employer, or make other arrangements satisfactory to the Employer to provide for the payment of, any federal, state, local or other taxes that the Employer is Taxes required to withhold be withheld, collected or accounted for with respect to the Stock Units. (c) The Participant acknowledges that regardless of any action the Company (or any subsidiary employing or retaining the Participant) takes with respect to any or all Taxes, the ultimate liability for all Taxes legally due by the Participant is and remains the Participant's responsibility and that the Company (and its subsidiaries) (i) make no representations or undertakings regarding the treatment of any Taxes in connection with any aspect of the Stock Units, including the grant, vesting or settlement of the Stock Units, and the subsequent sale of any shares of Company Stock acquired at settlement; and (ii) do not commit to structure the terms of the grant or any aspect of the Stock Units to reduce or eliminate the Participant's liability for Taxes. Further, if the Participant is subject to taxation in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, the Participant acknowledges that the Company and/or the Participant's employer (or former employer, as applicable) may be required to withhold, collect or account for Taxes in more than one jurisdiction. (d) The obligation of the Company to deliver Company Stock shall also be subject to the condition that if at any time the Board shall determine in its discretion that the listing, registration or qualification of the shares upon any securities exchange or under any state or federal law or foreign law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance of shares, the shares may not be issued in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Board. The issuance of shares, if any, to the Participant pursuant to this Agreement is subject to any applicable taxes and other laws or regulations of the United States or of any state, municipality or other country having jurisdiction thereof. View More
Payment of Stock Units and Tax Withholding. (a) If and when the Stock Units vest, the Company shall issue to the Participant one share of Company Stock for each vested Stock Unit, or an amount of cash equal to the value of a share of Company Stock for each vested Stock Unit, or a combination of the foregoing, subject to applicable tax withholding obligations. Subject to Sections 5(b) and 13 below, payment Payment of any Stock Units that vest shall be made within 30 days after the first to occur of (i) the Participant's termination of empl...oyment or service with the Employer on account of Retirement (to the extent the Stock Units vest on Retirement); and (ii) the applicable Vesting Date. 2 (b) All obligations of the Company under this Agreement shall be subject to the rights of the Employer Company as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. At such time as the Committee may determine in its discretion under the Plan, at the time of payment in accordance with Section 5(a) above, or if applicable, at the time the Stock Units vest, the number of shares issued to the Participant shall be reduced by a number of shares of Company Stock with a Fair Market Value (measured as of the Vesting Date) equal to an amount of the FICA, federal income, state, local and other tax liabilities required by law to be withheld with respect to the payment of the Stock Units. To the extent not withheld in accordance with the immediately preceding sentence, the The Participant shall be required to pay to the Employer, or make other arrangements satisfactory to the Employer to provide for the payment of, any federal, state, local or other taxes that the Employer is required to withhold with respect to the Stock Units. (c) The obligation of the Company to deliver Company Stock shall also be subject to the condition that if at any time the Board shall determine in its discretion that the listing, registration or qualification of the shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance of shares, the shares may not be issued in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Board. The issuance of shares, if any, to the Participant pursuant to this Agreement is subject to any applicable taxes and other laws or regulations of the United States or of any state, municipality or other country having jurisdiction thereof. View More
