Transferability. Unless otherwise determined by the Committee, the shares of Restricted Stock are not transferable unless and until they become Vested Shares in accordance with this Agreement, otherwise than by will or under the applicable laws of descent and distribution. The terms of this Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the Recipient. Except as otherwise permitted pursuant to the first sentence of this Section, any attempt to effect a Transfer of
... any shares of Restricted Stock prior to the date on which the shares become Vested Shares shall be void ab initio. For purposes of this Agreement, "Transfer" shall mean any sale, transfer, encumbrance, gift, donation, assignment, pledge, hypothecation, or other disposition, whether similar or dissimilar to those previously enumerated, whether voluntary or involuntary, and including, but not limited to, any disposition by operation of law, by court order, by judicial process, or by foreclosure, levy or attachment. 4 7. Tax Matters; Section 83(b) Election. (a) Section 83(b) Election. If the Recipient properly elects, within thirty (30) days of the Date of Grant, to include in gross income for federal income tax purposes an amount equal to the fair market value (as of the Date of Grant) of the Restricted Stock pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended (the "Code"), a form of which is attached hereto as Exhibit A, the Recipient shall make arrangements satisfactory to the Company to pay to the Company any federal, state or local income taxes required to be withheld with respect to the Restricted Stock. If the Recipient shall fail to make such tax payments as are required, the Company shall, to the extent permitted by law, have the right to deduct from any payment of any kind (including without limitation, the withholding of any Shares that otherwise would be issued to the Recipient under this Agreement) otherwise due to the Recipient any federal, state or local taxes of any kind required by law to be withheld with respect to the Restricted Stock. (b) No Section 83(b) Election. If the Recipient does not properly make the election described in paragraph 7(a) above, the Recipient shall, no later than the date or dates as of which the restrictions referred to in this Agreement hereof shall lapse, pay to the Company, or make arrangements satisfactory to the Committee for payment of, any federal, state or local taxes of any kind required by law to be withheld with respect to the Restricted Stock (including without limitation the vesting thereof), and the Company shall, to the extent permitted by law, have the right to deduct from any payment of any kind (including without limitation, the withholding of any Shares that otherwise would be distributed to the Recipient under this Agreement) otherwise due to Recipient any federal, state, or local taxes of any kind required by law to be withheld with respect to the Restricted Stock. (c) Recipient's Responsibilities for Tax Consequences. Tax consequences on the Recipient (including without limitation federal, state, local and foreign income tax consequences) with respect to the Restricted Stock (including without limitation the grant, vesting and/or forfeiture thereof) are the sole responsibility of the Recipient. The Recipient shall consult with his or her own personal accountant(s) and/or tax advisor(s) regarding these matters, the making of a Section 83(b) election, and the Recipient's filing, withholding and payment (or tax liability) obligations.
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Transferability.
Unless otherwise determined by the Committee, the shares of Restricted Stock The RSUs are not transferable unless and until
they become Vested the Shares
have been delivered to the Recipient in settlement of the RSUs in accordance with this Agreement, otherwise than by will or under the applicable laws of descent and distribution. The terms of this Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the Recipient. Except as otherwise permitted
... pursuant to the first sentence of this Section, any attempt to effect a Transfer of any shares of Restricted Stock RSUs prior to the date on which the shares become Vested Shares have been delivered to the Recipient in settlement of the RSUs shall be void ab initio. For purposes of this Agreement, "Transfer" shall mean any sale, transfer, encumbrance, gift, donation, assignment, pledge, hypothecation, or other disposition, whether similar or dissimilar to those previously enumerated, whether voluntary or involuntary, and including, but not limited to, any disposition by operation of law, by court order, by judicial process, or by foreclosure, levy or attachment. 4 7. attachment.7. Tax Matters; Section 83(b) Election. Matters. (a) Section 83(b) Election. If the Recipient properly elects, within thirty (30) days of the Date of Grant, to include in gross income for federal income tax purposes an amount equal Withholding. As a condition to the fair market value (as of Company's obligations with respect to the Date of Grant) of the Restricted Stock pursuant RSUs (including, without limitation, any obligation to Section 83(b) of the Internal Revenue Code of 1986, as amended (the "Code"), a form of which is attached hereto as Exhibit A, deliver any Shares) hereunder, the Recipient shall make arrangements satisfactory to the Company to pay to the Company any federal, state state, local or local income foreign taxes of any kind required to be withheld with respect to the Restricted Stock. granting or vesting of the RSUs or the delivery of Shares corresponding to such RSUs. If the Recipient shall fail to make such the tax payments as are required, the Company shall, to the extent permitted by law, have the right to deduct from any payment of any kind (including without limitation, the withholding of any Shares that otherwise would be issued delivered to the Recipient under this Agreement) otherwise due to the Recipient any federal, state state, local or local foreign taxes of any kind required by law to be withheld with respect to the Restricted Stock. RSUs or such Shares. (b) No Section 83(b) Election. If Satisfaction of Withholding Requirements. The Recipient may satisfy the Recipient does not properly make the election described in paragraph 7(a) above, the Recipient shall, no later than the date or dates as of which the restrictions referred to in this Agreement hereof shall lapse, pay to the Company, or make arrangements satisfactory to the Committee for payment of, any federal, state or local taxes of any kind required by law to be withheld withholding requirements with respect to the Restricted Stock (including without limitation RSUs pursuant to any one or combination of the vesting thereof), following methods:(i) payment in cash; or(ii) payment by surrendering unrestricted previously held Shares (free and the Company shall, to the extent permitted by law, have the right to deduct from any payment clear of any kind (including without limitation, all liens and encumbrances), or the withholding of any a number of Shares that otherwise would be distributed deliverable to the Recipient under pursuant to this Agreement) otherwise due to Recipient any federal, state, Award. The 2 Shares so delivered or local taxes of any kind required by law to be withheld must have an aggregate Fair Market Value on the Delivery Date that shall not exceed the maximum statutory tax rates in the Recipient's applicable jurisdictions with respect to the Restricted Stock. RSUs (or such other amount as the Committee determines will not result in additional compensation expense for financial accounting purposes under applicable financial accounting principles). For this purpose, the maximum statutory tax rates are based on the applicable rates of the relevant tax authorities (for example, federal, state, and local), including the Recipient's share of payroll or similar taxes, as provided in tax law, regulations, or the authority's administrative practices, not to exceed the highest statutory rate in that jurisdiction, even if that rate exceeds the highest rate that may be applicable to the Recipient. The Recipient may surrender Shares either by attestation or by delivery of a certificate or certificates for Shares duly endorsed for transfer to the Company, and if required with medallion level signature guarantee by a member firm of a national stock exchange, by a national or state bank (or guaranteed or notarized in such other manner as the Committee may require). (c) Recipient's Responsibilities for Tax Consequences. Tax The tax consequences on to the Recipient (including without limitation federal, state, local and foreign income tax consequences) with respect to the Restricted Stock RSUs (including without limitation the grant, vesting and/or forfeiture delivery thereof) are the sole responsibility of the Recipient. The Recipient shall consult with his or her own personal accountant(s) and/or tax advisor(s) regarding these matters, the making of a Section 83(b) election, matters and the Recipient's filing, withholding and payment (or tax liability) obligations.
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Transferability. Unless otherwise determined by the
Committee, Administrator, the
shares Shares of Restricted Stock are not transferable unless and until they become Vested Shares in accordance with this Agreement, otherwise than by will or under the applicable laws of descent and distribution. The terms of this Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the
Recipient. Participant. Except as otherwise permitted pursuant to the first sentence of this Section,
... any attempt to effect a Transfer (as defined below) of any shares Shares of Restricted Stock prior to the date on which the shares Shares become Vested Shares shall be void ab initio. For purposes of this Agreement, "Transfer" shall mean any sale, transfer, encumbrance, gift, donation, assignment, pledge, hypothecation, or other disposition, whether similar or dissimilar to those previously enumerated, whether voluntary or involuntary, and including, but not limited to, any disposition by operation of law, by court order, by judicial process, or by foreclosure, levy or attachment. 4 7 8. Tax Matters; Section 83(b) Election. (a) Section 83(b) Election. If the Recipient Participant properly elects, within thirty (30) days of the Date of Grant, to include in gross income for federal income tax purposes an amount equal to the fair market value (as of the Date of Grant) of the Shares of Restricted Stock pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended (the "Code"), a form of which is attached hereto as Exhibit A, the Recipient Participant shall make arrangements satisfactory to the Company Employer of the Participant to pay to the Company Employer of the Participant any federal, state state, local or local foreign income taxes required to be withheld with respect to the Restricted Stock. If the Recipient Participant shall fail to make such tax payments as are required, the Company Employer of the Participant shall, to the extent permitted by law, have the right to deduct from any payment of any kind (including without limitation, the withholding of any Shares that otherwise would be issued to the Recipient Participant under this Agreement) otherwise due to the Recipient Participant any federal, state state, local or local foreign taxes of any kind required by law to be withheld with respect to the Restricted Stock. (b) No Section 83(b) Election. If the Recipient Participant does not properly make the election described in paragraph 7(a) Section 8(a) above, the Recipient Participant shall, no later than the date or dates as of which the restrictions referred to in this Agreement hereof shall lapse, pay to the Company, Employer of the Participant, or make arrangements satisfactory to the Committee Employer of the Participant for payment of, any federal, state state, local or local foreign taxes of any kind required by law to be withheld with respect to the Shares of Restricted Stock (including without limitation the vesting thereof), and the Company Employer of the Participant shall, to the extent permitted by law, have the right to deduct from any payment of any kind (including without limitation, the withholding of any Shares that otherwise would be distributed to the Recipient Participant under this Agreement) otherwise due to Recipient Participant any federal, state, local, or local foreign taxes of any kind required by law to be withheld with respect to the Shares of Restricted Stock. (c) Recipient's Satisfaction of Withholding Requirements. The Participant may satisfy the withholding requirements with respect to the Shares of Restricted Stock pursuant to any one or combination of the following methods: (i) payment in cash; or (ii) if and to the extent permitted by the Administrator, payment by surrendering unrestricted previously held Shares or the withholding of Vested Shares that otherwise would be deliverable to the Participant pursuant to this Award, which have a value equal to the required minimum statutory withholding amount . The Participant may surrender Shares either by attestation or by delivery of a certificate or certificates for Shares duly endorsed for transfer to the Company, and if required with medallion level signature guarantee by a member firm of a national stock exchange, by a national or state bank (or guaranteed or notarized in such other manner as the Administrator may require). (d) Participant's Responsibilities for Tax Consequences. Tax The tax consequences on to the Recipient Participant (including without limitation federal, state, local and foreign income tax consequences) with respect to the Shares of Restricted Stock (including without limitation the 8 grant, vesting and/or forfeiture thereof) are the sole responsibility of the Recipient. Participant. The Recipient Participant shall consult with his or her own personal accountant(s) and/or tax advisor(s) regarding these matters, the making of a Section 83(b) election, and the Recipient's Participant's filing, withholding and payment (or tax liability) obligations.
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Transferability.
Unless otherwise determined by the Committee, the shares of Restricted Stock The RSUs are not transferable unless and until
they become Vested the Shares
have been delivered to the Recipient in settlement of the RSUs in accordance with this Agreement, otherwise than by will or under the applicable laws of descent and distribution. The terms of this Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the Recipient. Except as otherwise permitted
... pursuant to the first sentence of this Section, any attempt to effect a Transfer of any shares of Restricted Stock RSUs prior to the date on which the shares become Vested Shares have been delivered to the Recipient in settlement of the RSUs shall be void ab initio. For purposes of this Agreement, "Transfer" shall mean any sale, transfer, encumbrance, gift, donation, assignment, pledge, hypothecation, or other disposition, whether similar or dissimilar to those previously enumerated, whether voluntary or involuntary, and including, but not limited to, any disposition by operation of law, by court order, by judicial process, or by foreclosure, levy or attachment. 4 7 7. Tax Matters; Section 83(b) Election. Matters. (a) Section 83(b) Election. If the Recipient properly elects, within thirty (30) days Withholding. Any minimum tax withholding obligation of the Date Company arising in connection with this Award, and/or the lapse of Grant, restrictions with respect hereto, shall, to include in gross income for federal income tax purposes an amount the extent permitted by law, be satisfied by the retention of cash and/or Shares issuable pursuant to this Award that have a then-current Fair Market Value equal to the fair market value (as amount of any minimum federal, state or local taxes of any kind required by law to be withheld with respect to this Award. If the Date retention of Grant) of Shares described in the Restricted Stock pursuant foregoing sentence is not permitted by law, as a condition to Section 83(b) of the Internal Revenue Code of 1986, as amended (the "Code"), a form of which is attached hereto as Exhibit A, Company's obligations with respect to the RSUs (including, without limitation, any obligation to deliver any Shares) hereunder, the Recipient shall make arrangements satisfactory to the Company to pay to the Company any federal, state or local income taxes of any kind required to be withheld with respect to the Restricted Stock. If the Recipient shall fail vesting or delivery of Shares corresponding to make such tax payments as are required, the Company shall, to the extent permitted by law, have the right to deduct from any payment of any kind (including without limitation, the withholding of any Shares that otherwise would be issued to the Recipient under this Agreement) otherwise due to the Recipient any federal, state or local taxes of any kind required by law to be withheld with respect to the Restricted Stock. RSUs. (b) No Section 83(b) Election. If the Recipient does not properly make the election described in paragraph 7(a) above, the Recipient shall, no later than the date or dates as of which the restrictions referred to in this Agreement hereof shall lapse, pay to the Company, or make arrangements satisfactory to the Committee for payment of, any federal, state or local taxes of any kind required by law to be withheld with respect to the Restricted Stock (including without limitation the vesting thereof), and the Company shall, to the extent permitted by law, have the right to deduct from any payment of any kind (including without limitation, the withholding of any Shares that otherwise would be distributed to the Recipient under this Agreement) otherwise due to Recipient any federal, state, or local taxes of any kind required by law to be withheld with respect to the Restricted Stock. (c) Recipient's Responsibilities for Tax Consequences. Tax The tax consequences on to the Recipient (including without limitation federal, state, local and foreign income tax consequences) with respect to the Restricted Stock RSUs (including without limitation the grant, vesting and/or forfeiture delivery thereof) are the sole responsibility of the Recipient. The Recipient shall consult with his or her own personal accountant(s) and/or tax advisor(s) regarding these matters, the making of a Section 83(b) election, matters and the Recipient's filing, withholding and payment (or tax liability) obligations.
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Transferability.
Unless otherwise determined by the Committee, the shares of Restricted Stock are The Bonus is not
transferable unless and until they become Vested Shares in accordance with this Agreement, otherwise than by will or under the applicable laws of descent and distribution. transferable. The terms of this Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the Recipient.
Except as otherwise permitted pursuant to the first sentence of this Section, any... attempt to effect a Transfer of any shares of Restricted Stock prior to the date on which the shares become Vested Shares shall be void ab initio. For purposes of this Agreement, "Transfer" shall mean any sale, transfer, encumbrance, gift, donation, assignment, pledge, hypothecation, or other disposition, whether similar or dissimilar to those previously enumerated, whether voluntary or involuntary, and including, but not limited to, any disposition by operation of law, by court order, by judicial process, or by foreclosure, levy or attachment. 4 7. 2 6. Tax Matters; Section 83(b) Election. Matters. (a) Section 83(b) Election. If the Recipient properly elects, within thirty (30) days of the Date of Grant, to include in gross income for federal income tax purposes an amount equal Withholding. As a condition to the fair market value (as of Company's obligations with respect to the Date of Grant) of the Restricted Stock pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended (the "Code"), a form of which is attached hereto as Exhibit A, Bonus hereunder, the Recipient shall make arrangements satisfactory to the Company to pay to the Company any federal, state or local income taxes of any kind required to be withheld with respect to the Restricted Stock. Bonus. If the Recipient shall fail to make such the tax payments as are required, the Company shall, to the extent permitted by law, have the right to deduct from any payment of any kind (including without limitation, the withholding of any Shares that otherwise would be issued to the Recipient under this Agreement) otherwise due to the Recipient any federal, state or local taxes of any kind required by law to be withheld with respect to the Restricted Stock. such Bonus. (b) No Section 83(b) Election. If the Recipient does not properly make the election described in paragraph 7(a) above, the Recipient shall, no later than the date or dates as of which the restrictions referred to in this Agreement hereof shall lapse, pay to the Company, or make arrangements satisfactory to the Committee for payment of, any federal, state or local taxes of any kind required by law to be withheld with respect to the Restricted Stock (including without limitation the vesting thereof), and the Company shall, to the extent permitted by law, have the right to deduct from any payment of any kind (including without limitation, the withholding of any Shares that otherwise would be distributed to the Recipient under this Agreement) otherwise due to Recipient any federal, state, or local taxes of any kind required by law to be withheld with respect to the Restricted Stock. (c) Recipient's Responsibilities for Tax Consequences. Tax The tax consequences on to the Recipient (including without limitation federal, state, local and foreign income tax consequences) with respect to the Restricted Stock Bonus (including without limitation the grant, vesting and/or forfeiture delivery thereof) are the sole responsibility of the Recipient. The Recipient shall consult with his or her own personal accountant(s) and/or tax advisor(s) regarding these matters, the making of a Section 83(b) election, matters and the Recipient's filing, withholding and payment (or tax liability) obligations.
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Transferability.
Unless otherwise determined by the Committee, the shares of Restricted Stock The RSUs are not transferable unless and until
they become Vested the Shares
have been delivered to the Recipient in settlement of the RSUs in accordance with this Agreement, otherwise than by will or under the applicable laws of descent and distribution. The terms of this Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the Recipient. Except as otherwise permitted
... pursuant to the first sentence of this Section, any attempt to effect a Transfer of any shares of Restricted Stock RSUs prior to the date on which the shares become Vested Shares have been delivered to the Recipient in settlement of the RSUs shall be void ab initio. For purposes of this Agreement, "Transfer" shall mean any sale, transfer, encumbrance, gift, donation, assignment, pledge, hypothecation, or other disposition, whether similar or dissimilar to those previously enumerated, whether voluntary or involuntary, and including, but not limited to, any disposition by operation of law, by court order, by judicial process, or by foreclosure, levy or attachment. 4 5 7. Tax Matters; Section 83(b) Election. Matters. (a) Section 83(b) Election. If the Recipient properly elects, within thirty (30) days Withholding. Any tax withholding obligation of the Date Company arising in connection with this Award, and/or the lapse of Grant, restrictions with respect hereto, shall, to include in gross income for federal income tax purposes an amount the extent permitted by law, be satisfied by the retention of Shares issuable pursuant to this Award that have a then-current Fair Market Value equal to the fair market value (as amount of any federal, state or local taxes of any kind required by law to be withheld with respect to such Shares. If the Date retention of Grant) of Shares described in the Restricted Stock pursuant foregoing sentence is not permitted by law, as a condition to Section 83(b) of the Internal Revenue Code of 1986, as amended (the "Code"), a form of which is attached hereto as Exhibit A, Company's obligations with respect to the RSUs (including, without limitation, any obligation to deliver any Shares) hereunder, the Recipient shall make arrangements satisfactory to the Company to pay to the Company any federal, state or local income taxes of any kind required to be withheld with respect to the Restricted Stock. If the Recipient shall fail vesting or delivery of Shares corresponding to make such tax payments as are required, the Company shall, to the extent permitted by law, have the right to deduct from any payment of any kind (including without limitation, the withholding of any Shares that otherwise would be issued to the Recipient under this Agreement) otherwise due to the Recipient any federal, state or local taxes of any kind required by law to be withheld with respect to the Restricted Stock. RSUs. (b) No Section 83(b) Election. If the Recipient does not properly make the election described in paragraph 7(a) above, the Recipient shall, no later than the date or dates as of which the restrictions referred to in this Agreement hereof shall lapse, pay to the Company, or make arrangements satisfactory to the Committee for payment of, any federal, state or local taxes of any kind required by law to be withheld with respect to the Restricted Stock (including without limitation the vesting thereof), and the Company shall, to the extent permitted by law, have the right to deduct from any payment of any kind (including without limitation, the withholding of any Shares that otherwise would be distributed to the Recipient under this Agreement) otherwise due to Recipient any federal, state, or local taxes of any kind required by law to be withheld with respect to the Restricted Stock. (c) Recipient's Responsibilities for Tax Consequences. Tax The tax consequences on to the Recipient (including without limitation federal, state, local and foreign income tax consequences) with respect to the Restricted Stock RSUs (including without limitation the grant, vesting and/or forfeiture delivery thereof) are the sole responsibility of the Recipient. The Recipient shall consult with his or her own personal accountant(s) and/or tax advisor(s) regarding these matters, the making of a Section 83(b) election, matters and the Recipient's filing, withholding and payment (or tax liability) obligations.
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Transferability. Unless otherwise determined by the
Committee, Board of Directors of the Company, the shares of Restricted Stock are not transferable unless and until they become Vested Shares in accordance with this Agreement, otherwise than by will or under the applicable laws of descent and distribution. The terms of this Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the Recipient. Except as otherwise permitted pursuant to the first sentence of this Section,
... any attempt to effect a Transfer of any shares of Restricted Stock prior to the date on which the shares become Vested Shares shall be void ab initio. For purposes of this Agreement, "Transfer" shall mean any sale, transfer, encumbrance, gift, donation, assignment, pledge, hypothecation, or other disposition, whether similar or dissimilar to those previously enumerated, whether voluntary or involuntary, and including, but not limited to, any disposition by operation of law, by court order, by judicial process, or by foreclosure, levy or attachment. 4 3 7. Tax Matters; Section 83(b) Election. (a) Section 83(b) Election. If the Recipient properly elects, within thirty (30) days of the Date of Grant, Grant Date, to include in gross income for federal income tax purposes an amount equal to the fair market value (as of the Date of Grant) Grant Date) of the Restricted Stock pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended (the "Code"), a form of which is attached hereto as Exhibit A, the Recipient shall make arrangements satisfactory to the Company to pay to the Company any federal, state or local income taxes required to be withheld with respect to the Restricted Stock. If the Recipient shall fail to make such tax payments as are required, the Company shall, to the extent permitted by law, have the right to deduct from any payment of any kind (including without limitation, the withholding of any Shares that otherwise would be issued to the Recipient under this Agreement) otherwise due to the Recipient any federal, state or local taxes of any kind required by law to be withheld with respect to the Restricted Stock. (b) No Section 83(b) Election. If the Recipient does not properly make the election described in paragraph 7(a) (a) above, the Recipient shall, no later than the date or dates as of which the restrictions referred to in this Agreement hereof shall lapse, pay to the Company, or make arrangements satisfactory to the Committee Board of Directors of the Company for payment of, any federal, state or local taxes of any kind required by law to be withheld with respect to the Restricted Stock (including without limitation the vesting thereof), thereof). If the Recipient fails to comply with the tax obligations set forth in the immediately preceding sentence (the "Tax Obligations"), then the Recipient hereby irrevocably authorizes and instructs a broker to be designated by the Company in its sole discretion to sell for the account of the Recipient a sufficient number of shares of the Restricted Stock (based upon prevailing market prices at the time of such sale) necessary to satisfy the Recipient's Tax Obligations, to remit to the Company the proceeds of such sale in such amount necessary to satisfy the Tax Obligations and to remit any balance resulting from such sale to the Recipient. The Company and any such broker shall be entitled to use and to rely upon the stock powers and other instruments of transfer provided pursuant to Section 3(b) above. In addition, the Company shall, to the extent permitted by law, have the right to deduct from any payment of any kind (including without limitation, the withholding of any Shares that otherwise would be distributed to the Recipient under this Agreement) otherwise due to Recipient any federal, state, or local taxes of any kind required by law to be withheld with respect to the Restricted Stock. (c) Recipient's Responsibilities for Tax Consequences. Tax consequences on the Recipient (including without limitation federal, state, local and foreign income tax consequences) with respect to the Restricted Stock (including without limitation the grant, vesting and/or forfeiture thereof) are the sole responsibility of the Recipient. The Recipient shall consult with his or her own personal accountant(s) and/or tax advisor(s) regarding these matters, the making of a Section 83(b) election, and the Recipient's filing, withholding and payment (or tax liability) obligations. 4 8. Amendment, Modification and Assignment. This Agreement may only be modified or amended in a writing signed by the parties hereto. No promises, assurances, commitments, agreements, undertakings or representations, whether oral, written, electronic or otherwise, and whether express or implied, with respect to the subject matter hereof, have been made by either party which are not set forth expressly in this Agreement.
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Transferability. Unless otherwise determined by the
Committee, Administrator, the shares of Restricted Stock are not transferable unless and until they become
Vested Shares fully vested shares in accordance with this Agreement, otherwise than by will or under the applicable laws of descent and distribution. The terms of this Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the Recipient. Except as otherwise permitted pursuant to the first sentence of this Section,
... any attempt to effect a Transfer of any shares of Restricted Stock prior to the date on which the shares become Vested Shares fully vested shares shall be void ab initio. For purposes of this Agreement, "Transfer" shall mean any sale, transfer, encumbrance, gift, donation, assignment, pledge, hypothecation, or other disposition, whether similar or dissimilar to those previously enumerated, whether voluntary or involuntary, and including, but not limited to, any disposition by operation of law, by court order, by judicial process, or by foreclosure, levy or attachment. 4 7. 5 6. Tax Matters; Matters: Section 83(b) Election. (a) Section 83(b) Election. If (a)If the Recipient properly elects, within thirty (30) days of the Date of Grant, to include in gross income for federal income tax purposes an amount equal to the fair market value (as of the Date of Grant) of the Restricted Stock pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended (the "Code"), a form of which is attached hereto as Exhibit A, Code, the Recipient shall make arrangements satisfactory to the Company to pay to the Company any federal, state or local income taxes required to be withheld with respect to the Restricted Stock. If the Recipient shall fail to make such tax payments as are required, the Company shall, to the extent permitted by law, have the right to deduct from any payment of any kind (including without limitation, the withholding of any Shares shares that otherwise would be issued to the Recipient you under this Agreement) otherwise due to the Recipient any federal, state or local taxes of any kind required by law to be withheld with respect to the Restricted Stock. (b) No Section 83(b) Election. If (b)If the Recipient does not properly make the election described in paragraph 7(a) Section 6(a) above, the die Recipient shall, no later than the date or dates as of which the restrictions referred to in this Agreement hereof shall lapse, pay to the Company, or make arrangements satisfactory to the Committee Administrator for payment of, any federal, state or local taxes of any kind required by law to be withheld with respect to the Restricted Stock (including without limitation the vesting thereof), including (if permitted by the Company) by providing instructions to the Company to net settle the vested Restricted Stock to be transferred to the Recipient under Section 3 above. If the Recipient fails to comply with the tax obligations set forth in the immediately preceding sentence (the "Tax Obligations"), then the Recipient hereby irrevocably authorizes and instructs a broker to be designated by the Company in its sole discretion to sell for the account of the Recipient a sufficient number of shares of the Restricted Stock (based upon prevailing market prices at the time of such sale) necessary to satisfy the Recipient's Tax Obligations, to remit to the Company the proceeds of such sale in such amount necessary to satisfy the Tax Obligations and to remit any balance resulting from such sale to the Recipient. The Company and any such broker shall be entitled to use and to rely upon the stock powers and other instruments of transfer provided pursuant to Section 3(b) above. In addition, the Company shall, to the extent permitted by law, have the right to deduct from any payment of any kind (including without limitation, the withholding of any Shares that otherwise would be distributed to the Recipient under this Agreement) otherwise due to Recipient any federal, state, or local taxes of any kind required by law to be withheld with respect to the Restricted Stock. (c) Recipient's Responsibilities for Tax Consequences. Tax (c)Tax consequences on the Recipient (including without limitation federal, state, local and foreign income tax consequences) with respect to the Restricted Stock (including without limitation the grant, vesting and/or forfeiture thereof) are the sole responsibility of the Recipient. Recipient The Recipient shall consult with his or her own personal accountant(s) accountants) and/or tax advisor(s) regarding these matters, the making of a Section 83(b) election, and the Recipient's filing, withholding and payment (or tax liability) obligations.
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