Responsibility for Taxes Clause Example from Business Contracts

Responsibility for Taxes. (a) Regardless of any action the Corporation takes with respect to any or all income tax, payroll tax or other tax-related withholding ("Tax-Related Items"), the Grantee acknowledges that the ultimate liability for all Tax-Related Items owed by the Grantee is and remains the Grantee's responsibility and that the Corporation (i) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including the grant or vesting of th...e Units or the subsequent sale of shares of Common Stock acquired upon vesting; and (ii) does not commit to structure the terms of the grant or any aspect of the Award to reduce or eliminate the Grantee's liability for Tax-Related Items. (b) Prior to vesting of the Units, the Grantee shall pay or make adequate arrangements satisfactory to the Corporation to satisfy all minimum withholding obligations of the Corporation. In this regard, the Grantee authorizes the Corporation to withhold all applicable minimum Tax-Related Items legally payable by the Grantee from the Grantee's wages or other cash compensation paid to the Grantee by the Corporation or from proceeds of the sale of the shares of Common Stock. Alternatively, or in addition, to the extent permissible under applicable law, the Corporation may (i) sell or arrange for the sale of shares of Common Stock that the Grantee acquires to meet the minimum withholding obligation for Tax-Related Items, and/or (ii) withhold shares of Common Stock, provided that the Corporation only withholds the amount of shares of Common Stock necessary to satisfy the minimum withholding amount. Finally, the Grantee shall pay to the Corporation any amount of Tax-Related Items that the Corporation may be required to withhold as a result of the Grantee's participation in the Plan that cannot be satisfied by the means previously described. The Corporation may refuse to issue and deliver shares of Common Stock in payment of any earned and vested Units if the Grantee fails to comply with the Grantee's obligations in connection with the Tax-Related Items as described in this Section 4. View More