Tax Withholding Clause Example from Business Contracts

Tax Withholding. (a)Participant is responsible for, and by accepting this Restricted Stock Award agrees to bear, all taxes of any nature, including withholding taxes, interest or penalties arising out of the grant of this Restricted Stock Award, the vesting of this Restricted Stock Award or the subsequent sale of the Shares, that are legally imposed upon Participant in connection with this Restricted Stock Award, and the Company does not assume, and will not be liable to any party for, any cost or liability aris...ing in connection with such tax liability legally imposed on Participant. The Company has not provided any tax advice with respect to this Restricted Stock Award 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 this Restricted Stock Award, including the grant or vesting of this Restricted Stock Award 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 (the "Employer"), is required to withhold any amount (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 this Restricted Stock Award, Participant shall make a cash, check or wire payment to the Company as necessary to cover all applicable Tax Items at or prior to the time the event giving rise to the Tax Items occurs; or (a) the Employee can elect a "sell-to-cover" option where the employee sells a portion of their vested shares to pay the tax liability, (b) elect a "same day sale" option where the employee sells all of their vested shares of which a portion of the proceeds will be used to pay the tax liability, (c) the Company or the Employer has the right, and Participant in accepting this Restricted Stock Award explicitly authorizes the Company, to deduct an amount equal to the Tax Items from the Participant's compensation or (d) the Company may establish alternative procedures to ensure satisfaction of all applicable Tax Items arising in connection with this Restricted Stock Award. The Participant will receive a cash refund for any payment of cash or fraction of a surrendered share not necessary to satisfy the Tax Items. (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 this Restricted Stock Award, including the grant or vesting of this Restricted Stock Award or the subsequent sale of the Shares acquired from this Restricted Stock Award; and (b) do not commit to structure the terms or any aspect of this Restricted Stock Award 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