Tax Liability of the Participant and Payment of Taxes Contract Clauses (65)

Tax Liability of the Participant and Payment of Taxes. The Participant acknowledges and agrees that any income or other taxes due from the Participant with respect to the Granted Shares issued pursuant to this Agreement, including, without limitation, the Lapsing Forfeiture Right, shall be the Participant's responsibility. Without limiting the foregoing, the Participant agrees that, to the extent that the lapsing of restrictions on disposition of any of the Granted Shares or the declaration of dividends on any such shares before the lapse of such re...strictions on disposition results in the Participant's being deemed to be in receipt of earned income under the provisions of the Code, the Company shall be entitled to immediate payment from the Participant of the amount of any tax required to be withheld by the Company. Upon execution of this Agreement, the Participant may file an election under Section 83 of the Code in substantially the form attached as Exhibit B. The Participant acknowledges that if he or she files such an election, the Participant will have income for tax purposes equal to the fair market value of the Granted Shares on the Grant Date, less the price paid for the Granted Shares by the Participant. The Participant acknowledges that if he or she does not file such an election, as the Granted Shares are released from the Lapsing Forfeiture Right in accordance with Section 2.1, the Participant will have income for tax purposes equal to the fair market value of the Granted Shares at such date, less the price paid for the Granted Shares by the Participant. The Participant has been given the opportunity to obtain 4 the advice of his or her tax advisors with respect to the tax consequences of the purchase of the Granted Shares and the provisions of this Agreement. The Participant shall be required to deposit with the Company an amount of cash equal to the amount determined by the Company to be required with respect to the statutory minimum of the Participant's estimated total federal, state and local tax and other withholding obligations with respect to the Granted Shares. In connection with the foregoing, any taxes or other amounts required to be withheld by the Company by applicable law or regulation shall be paid, at the option of the Company as follows: (i) requiring the Participant to deposit with the Company an amount of cash equal to the amount determined by the Company to be required to be withheld with respect to the statutory minimum amount of the Participant's total tax and other withholding obligations due and payable by the Company or otherwise withholding from the Participant's paycheck an amount equal to such amounts due and payable by the Company; or (ii) if the Company believes that the sale of shares can be made in compliance with applicable securities laws, authorizing, at a time when the Participant is not in possession of material nonpublic information, the sale by the Participant on the date that the Granted Shares shall be released from the Lapsing Forfeiture Right such number of Granted Shares as the Company instructs a broker to sell to satisfy the Company's withholding obligation, after deduction of the broker's commission, and the broker shall remit to the Company the cash necessary in order for the Company to satisfy its withholding obligation. To the extent the proceeds of such sale exceed the Company's withholding obligation the Company agrees to pay such excess cash to the Participant as soon as practicable. In addition, if such sale is not sufficient to pay the Company's withholding obligation the Participant agrees to pay to the Company as soon as practicable, including through additional payroll withholding, the amount of any withholding obligation that is not satisfied by the sale of shares of Common Stock. The Participant agrees to hold the Company and the broker harmless from all costs, damages or expenses relating to any such sale. The Participant acknowledges that the Company and the broker are under no obligation to arrange for such sale at any particular price. In connection with such sale of Granted Shares, the Participant shall execute any such documents requested by the broker in order to effectuate the sale of Granted Shares and payment of the withholding obligation to the Company. The Participant acknowledges that this paragraph is intended to comply with Section 10b5-1(c)(1)(i)(B) under the Exchange Act. The Company shall not deliver any shares of Common Stock to the Participant until it is satisfied that all required withholdings have been made. View More

Tax Liability of the Participant and Payment of Taxes. a. The Participant acknowledges and agrees that, regardless of any action the Company or the Participant's employer takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (the "Tax Related Items"), the ultimate liability for all Tax Related Items legally due by the Participant is and remains the Participant's responsibility and may exceed the amount actually withheld by the Company or the Participant's employer. The Partici...pant further agrees and acknowledges that the Company and the Participant's employer (i) make no representations or undertakings regarding the treatment of any Tax Related Items in connection with any aspect of the Award, including the grant of the Award, the vesting or settlement of the RSUs, or the subsequent sale of any shares of Stock acquired upon settlement of the Award; and (ii) do not commit to and are under no obligation to structure the terms of the Award to reduce or eliminate the Participant's liability for Tax Related Items or achieve any particular tax result. Further, the Participant understands and acknowledges that if the Participant has become subject to tax in more than one jurisdiction between the Grant Date and the date of any relevant taxable event, the Company and/or the Participant's employer (or former employer, as applicable) may be required to withhold or account for Tax Related Items in more than one jurisdiction. b. At the time any portion of the RSUs becomes taxable to the Participant, the Participant will be required to pay to the Company any Tax Related Items due as a result of such taxable event. The Company shall have the right to withhold from any payment made in respect of the RSUs, transfer of shares of Stock acquired upon settlement of the Award, or payment made to the Participant or to any person hereunder, whether such payment is to be made in cash or in shares of Stock, all Tax Related Items as shall be required, in the determination of the Company, pursuant to any statute or governmental regulation or ruling. The Participant acknowledges and agrees that the Company, in its sole discretion, may satisfy such withholding obligation by any one or combination of the following methods: i. by requiring the Participant to deliver a properly executed notice together with irrevocable instructions to a broker approved by the Company to sell shares of Stock and deliver promptly to the Company the amount of sale proceeds required to pay the amount required to be withheld; ii. by requiring (or allowing) the Participant to pay such amount in cash or check; iii. by deducting such amount from the Participant's current compensation; iv. by allowing the Participant to surrender other shares of Stock, which (A) in the case of shares of Stock initially acquired from the Company (upon the exercise of a stock option or otherwise), have been owned by the Participant for such period (if any) as may be required to avoid a charge to the Company's earnings, and (B) have a fair market value on the date of surrender equal to the amount required to be withheld; v. by withholding a number of shares of Stock to be issued upon delivery of shares of Stock under the Award which have a fair market value equal to the minimum statutory rate or other applicable withholding rate; vi. by selling any shares of Stock to the extent required to satisfy the Company's withholding obligations; and vii. by such other means as the Administrator in its discretion and without notice deems appropriate, including withholding from salary or other amounts payable to the Participant, shares of Stock or cash having a value sufficient to satisfy the tax withholding obligation. If the obligation for withholding taxes is satisfied by withholding shares of Stock, then the Participant will, for tax purposes, be deemed to have been issued the full number of shares of Stock subject to the vested Award, notwithstanding that a number of the shares of Stock are withheld solely for the purpose of paying the applicable withholding taxes. View More

Tax Liability of the Participant and Payment of Taxes. (a) The Participant acknowledges and agrees that any income or other taxes due from the Participant with respect to an Award or the shares of Common Stock to be issued pursuant to this Agreement or otherwise sold shall be the Participant's responsibility. (b) The Participant agrees that the Participant will owe taxes on each vesting date on the portion of an Award which vests on the vesting date. (c) Prior to the vesting date, the Participant may elect (through the website of the broker designat...ed by the Company) to either pay such taxes in cash (through the payment of a check or wire transfer) or through a "Sell to Cover Taxes", in which the broker designated by the Company sells on the Participant's behalf a whole number of shares of Common Stock from the shares issuable to the Participant on each vesting date to generate cash proceeds sufficient to satisfy such taxes. In the event of a Sell to Cover Taxes, the Participant will be responsible for all broker's fees and other costs of sale. If the Participant either (i) elects to pay the taxes in cash and does not pay the taxes to the Company on or prior to the deadline for making such payment, or (ii) does not make a tax election on or prior to the deadline for making such an election, the Participant will be deemed to have elected to Sell to Cover Taxes. In the event of a Sell to Cover Taxes under the preceding sentence, the sale will be effected by the Company's designated broker within a reasonable period of time after the vesting date and the Participant will be solely responsible for any additional tax obligations that result from the sale. Neither the Company nor the broker designated by the Company will guarantee any particular sale price in a Sell to Cover Taxes. View More