Tax Treatment Clause Example with 4 Variations from Business Contracts

Tax Treatment. Any withholding tax liabilities (whether as a result of federal, state or other law and whether for the payment and satisfaction of any income tax, social security tax, payroll tax, or payment on account of other tax related to withholding obligations that arise by reason of the RSUs) incurred in connection with the RSUs becoming vested and Shares issued, or otherwise incurred in connection with the RSUs, may be satisfied in any of the following manners determined by the Company (and the Company... may with notice to Participant require any of the following methods): (i) by Shares being sold on your behalf at the sale by Participant prevailing market price pursuant to such procedures as the Company may specify from time to time, including through a broker-assisted arrangement (it being understood that the Shares to be sold must have vested pursuant to the terms of a number of Shares that are issued under this Agreement and the RSUs, Plan), which the Company determines is sufficient to generate an amount that meets the tax withholding obligations (and any associated broker or other fees) plus additional shares to account for rounding and market fluctuations, and payment of such tax withholding (and any associated broker or other fees) to the Company, and such Shares may be sold as part of a block trade with other participants of the Plan; (ii) with the consent of the Company in its discretion, by the Company withholding a number of Shares that would otherwise be issued under the RSUs that the Company determines have a fair market value equal to the minimum amount of taxes that the Company concludes it is required to withhold under applicable law; or (iii) with the consent of the Company in its discretion, by delivering to the Company Shares that you own that have vested with a fair market value equal to the amount required to be withheld; (iv) with the consent of the Company in its discretion, by payment by Participant to the Company in cash or by check an amount equal to the minimum amount of taxes that the Company concludes it is required to withhold under applicable law. law; or (v) by such other means as the Company deems appropriate. Participant hereby authorizes the Company to withhold such tax withholding amount from any amounts owing to Participant to the Company and to take any action necessary in accordance with this paragraph. Notwithstanding the foregoing, Participant acknowledges and agrees that he is responsible for all taxes that arise in connection with the RSUs becoming vested and Shares being issued or otherwise incurred in connection with the RSUs, regardless of any action the Company takes pursuant to this Section. For clarification purposes, in no event will the Company issue you any Shares unless and until arrangements satisfactory to the Company have been made for the payment of your tax withholding obligation. If you fail to do so by the time they become due, you will permanently forfeit your RSUs to which your tax withholding obligation relates, as well as any right to receive Shares otherwise issuable pursuant to those RSUs. In the event the Company's obligation to withhold arises prior to the delivery to you of Shares or it is determined after the delivery of Shares to you that the amount of the Company's withholding obligation was greater than the amount withheld by the Company, you agree to indemnify and hold the Company harmless from any failure by the Company to withhold the proper amount.6. Death of Participant. Any distribution or delivery to be made to Participant under this Agreement will, if Participant is then deceased, be made to Participant's designated beneficiary, or if no beneficiary survives Participant, the administrator or executor of Participant's estate. Any such transferee must furnish the Company with (a) written notice of his or her status as transferee, and (b) evidence satisfactory to the Company to establish the validity of the transfer and compliance with any laws or regulations pertaining to said transfer.7. Restrictions on Transfer. Except to the limited extent provided in Section 6, prior to the time that Shares have been delivered to you, you may not transfer, pledge, sell or otherwise dispose of any portion of the RSUs or the Shares in respect of your RSUs. This restriction on transfer will lapse upon delivery to you of Shares in respect of your vested RSUs. . View More

Tax Treatment. Any withholding tax liabilities (whether as a result of federal, state or other law and whether for the payment and satisfaction of any income tax, social security tax, payroll tax, or payment on account of other tax related to withholding obligations that arise by reason of the RSUs) incurred in connection with the RSUs becoming vested and Shares issued, or otherwise incurred in connection with the RSUs, may shall be satisfied in any one of the following manners as permitted by the Plan, at the... election of Participant unless otherwise determined by the Company: (i) by the Company (and withholding a number of Shares that would otherwise be issued under the RSUs that the Company determines have a fair market value approximately equal to the amount of taxes that the Company concludes it is required to withhold (up to the statutory maximum) under applicable law or regulation (or such greater amount as may be permitted by the Company to the extent it determines such action would not result in adverse accounting consequences to the Company); or (ii) by payment by Participant to the Company in cash or by check in an amount equal to the amount of taxes that the Company concludes it is required to withhold under applicable law or regulation (which amount shall be due on the first business day following the day the tax event arises unless otherwise determined by the Company). If the Shares are publicly traded at the time of the tax withholding event, the Company may with notice to Participant permit or require any of the following methods): (i) by the automatic sale by Participant of a number of Shares that are issued under the RSUs, which the Company determines is sufficient to generate an amount that meets the tax withholding obligations under applicable law or regulation, plus additional shares to account for rounding and market fluctuations, and payment of such tax withholding to the Company, and such Shares may be sold as part of a block trade with other participants of Plan participants, Without limiting the Plan; (ii) with the consent of the Company in its discretion, by the Company withholding a number of Shares that would otherwise be issued under the RSUs that the Company determines have a fair market value equal to the minimum amount of taxes that the Company concludes it is required to withhold under applicable law; or (iii) by payment by Participant to the Company in cash or by check an amount equal to the minimum amount of taxes that the Company concludes it is required to withhold under applicable law. foregoing, Participant hereby authorizes the Company to withhold such tax withholding amount from any amounts owing to Participant to the Company and to take any action necessary in accordance with this paragraph. Notwithstanding The RSUs are intended to be exempt from Section 409A of the foregoing, Code under the short-term deferral exemption thereof, and therefore the Shares shall in no event be issued more than two and 1⁄2 months following the end of the taxable year of Participant acknowledges and agrees that he is responsible for all taxes that arise in connection with the RSUs becoming vested and Shares being issued or otherwise incurred in connection with the RSUs, regardless of any action the Company takes pursuant to this Section. (whichever is later) in which the corresponding RSUs become vested. View More

Tax Treatment. Any withholding tax liabilities (whether as a result of federal, state or other law and whether for the payment and satisfaction of any income tax, social security tax, payroll tax, or payment on account of other tax related to withholding obligations that arise by reason of the RSUs) incurred in connection with the RSUs becoming vested and Shares issued, or otherwise incurred in connection with the RSUs, may be satisfied in any of the following manners determined by the Company Corporation (and... the Company Corporation may with notice to Participant require any of the following methods): (i) by the sale by Participant of a number of Shares that are issued under the RSUs, which the Company Corporation determines is sufficient to generate an amount that meets the tax withholding obligations plus additional shares to account for rounding and market fluctuations, and payment of such tax withholding to the Company, Corporation, and such Shares may be sold as part of a block trade with other participants of the Plan; (ii) with the consent of the Company Corporation in its discretion, by the Company Corporation withholding a number of Shares that would otherwise be issued under the RSUs that the Company Corporation determines have a fair market value equal to the minimum amount of taxes that the Company Corporation concludes it is required to withhold under applicable law; or (iii) by payment by Participant to the Company Corporation in cash or by check an amount equal to the minimum amount of taxes that the Company Corporation concludes it is required to withhold under applicable law. Participant hereby authorizes the Company Corporation to withhold such tax withholding amount from any amounts owing to Participant to the Company Corporation and to take any action necessary in accordance with this paragraph. 2 Notwithstanding the foregoing, Participant acknowledges and agrees that he or she is responsible for all taxes that arise in connection with the RSUs becoming vested and Shares being issued or otherwise incurred in connection with the RSUs, regardless of any action the Company Corporation takes pursuant to this Section. View More

Tax Treatment. Any withholding tax liabilities (whether as a result of federal, state or other law and whether for the payment and satisfaction of any income tax, social security tax, payroll tax, or payment on account of other tax related to withholding obligations that arise by reason of the RSUs) PSUs) incurred in connection with the RSUs PSUs becoming vested and Shares issued, or otherwise incurred in connection with the RSUs, PSUs, may be satisfied in any of the following manners determined by the Company... Committee (and the Company Committee may with notice to Participant require any of the following methods): (i) by the sale by Participant of a number of Shares that are issued under the RSUs, PSUs, which the Company determines is sufficient to generate an amount that meets the tax withholding obligations plus additional shares Shares to account for rounding and market fluctuations, and payment of such tax withholding to the Company, and such Shares may be sold as part of a block trade with other participants of the Plan; (ii) with the consent of the Company Committee in its discretion, by the Company withholding a number of Shares that would otherwise be issued under the RSUs PSUs that the Company determines have a fair market value equal to the minimum amount of taxes that the Company concludes it is required to withhold under applicable law; or (iii) by payment by Participant to the Company in cash or by check an amount equal to the minimum amount of taxes that the Company concludes it is required to withhold under applicable law. Participant hereby authorizes the Company to withhold such tax withholding amount from any amounts owing to Participant to the Company and to take any action necessary in accordance with this paragraph. Notwithstanding the foregoing, Participant acknowledges and agrees that he is responsible for all taxes that arise in connection with the RSUs PSUs becoming vested and Shares being issued or otherwise incurred in connection with the RSUs, PSUs, regardless of any action the Company takes pursuant to this Section. View More