Tax Withholding Clause Example from Business Contracts

Tax Withholding. (a)Participant is responsible for, and by accepting the Restricted Stock Units agrees to bear, all taxes of any nature, including withholding taxes, interest or penalties arising out of the grant of the Restricted Stock Units, the vesting of the Restricted Stock Units, the distribution of the shares underlying the Restricted Stock Units, or the subsequent sale of the shares, that are legally imposed upon Participant in connection with the Restricted Stock Units, and the Company does not assume, ...and will not be liable to any party for, any cost or liability arising in connection with such tax liability legally imposed on Participant. The Company has not provided any tax advice with respect to the Restricted Stock Units or the disposition of the shares. Participant should obtain advice from an appropriate independent professional adviser with respect to the taxation implications of any aspect of the Restricted Stock Units, including the grant or vesting of the Restricted Stock Units or the subsequent sale of any shares. (b)In the event that the Company or the Participant's Employer, including any Subsidiary qualified to deduct tax at source, is required to withhold minimum statutory withholding amounts (including in connection with income tax, employment or payroll taxes, social security contributions or other similar amounts, with such obligation in aggregate referred to herein as the "Tax Items") as a result of any event occurring in connection with the Restricted Stock Units, the Employer will satisfy Tax Items by withholding, from the shares to be delivered to the Participant upon vesting, a number of shares having an aggregate fair market value sufficient to pay the Tax Items. The number of shares withheld to satisfy the Tax Items will be rounded up to the nearest whole share. Once the Tax Items have been satisfied by withholding a number of shares for tax purposes, the Participant is deemed to have been issued the full number of shares subject to the release tranche in this grant. The Participant shall pay the Tax Items that the Company may be required to withhold if the Tax Items cannot be satisfied by the means previously described. The Company has sole discretion to require or permit the Participant to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising withholding obligations. No shares will be issued unless and until satisfactory arrangements (as determined by the Company) have been made by the Participant with respect to the payment of any income and other taxes which the Company determines must be withheld or collected with respect to such shares. By accepting this award, Participant expressly consents to the withholding of shares and to any additional cash withholding as provided for in this paragraph. (c)Participant acknowledges and agrees that the ultimate liability for any tax-related item legally due by Participant is and remains Participant's responsibility and that the Company and or the Employer (a) make no representations nor undertakings regarding the treatment of any such tax items in connection with any aspect of the Restricted Stock Units, including the grant or vesting of the Restricted Stock Units, the distribution of the shares underlying the Restricted Stock Units, or the subsequent sale of the shares acquired from the Restricted Stock Units; and (b) do not commit to structure the terms or any aspect of the Restricted Stock Units to reduce or eliminate the Participant's liability for such tax items. The Company may refuse to deliver the shares if Participant fails to comply with Participant's obligations in connection with the satisfaction of the Tax Items. View More