Withholding Taxes. Regardless of any action the Company or the Participant's employer (the "Employer") takes with respect to any or all income tax, social security (or social insurance), payroll tax, fringe benefits tax, payment on account or other tax-related items related to the participation in the Plan and this Agreement and legally applicable to the Participant ("Tax-Related Items"), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remain
...s his or her responsibility and may exceed the amount actually withheld by the Company or the Employer. Furthermore, the Participant acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not limited to, the grant, vesting or settlement of the Restricted Stock Units, the subsequent sale of Shares acquired under the Plan and the receipt of any dividends and/or any Dividend Equivalent Rights, and (ii) do not commit to and are under no obligation to structure the terms of the grant of the Restricted Stock Units or any aspect of the Participant's participation in the Plan to reduce or eliminate his or her liability for Tax-Related Items or achieve any particular tax result. If the Participant is or becomes subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable event, or tax withholding event, as applicable, the Participant agrees to pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding obligations of the Company and/or the Employer. In this regard, the Participant authorizes the Company and/or the Employer, or his or her respective agents, at the Company's discretion, to satisfy any applicable withholding obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Participant's wages or other cash compensation paid by the Company and/or the Employer; (ii) withholding from proceeds of the sale of the Shares acquired upon settlement of the Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant's behalf pursuant to this authorization); and/or (iii) withholding in whole Shares to be issued upon settlement of the Restricted Stock Units, provided that the Company only withholds the amount of whole Shares necessary to satisfy the statutory withholding requirements, not to exceed the maximum withholding tax rate in the Participant's 5 applicable jurisdiction. If the Company satisfies the withholding obligation for the Tax-Related Item by withholding a number of Shares as described herein, the Participant will be deemed to have been issued the full number of Shares due to Participant at vesting, notwithstanding that a number of Shares is held back solely for purpose of paying the Tax-Related Items. Finally, the Participant further agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of his or her participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.
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Withholding Taxes.
Regardless Participant acknowledges that, regardless of any action
the Company or the taken by Cray or, if different, Participant's employer (the "Employer")
takes with respect to any or the ultimate liability for all income tax, social
security (or social insurance), insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to
the Participant's participation in the Plan and
this Agreement and legally applicable to
the Participant ("Tax-Related Items"),
t...he Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains his or her Participant's responsibility and may exceed the amount actually withheld by the Company Cray or the Employer. Furthermore, the Participant further acknowledges that the Company Cray and/or the Employer (i) (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, Shares, including, but not limited to, the grant, purchase or vesting or settlement of the Restricted Stock Units, Shares and the subsequent sale of Shares acquired under the Plan pursuant to such purchase; and the receipt of any dividends and/or any Dividend Equivalent Rights, and (ii) (2) do not commit to and are under no obligation to structure the terms of the grant of the Restricted Stock Units or any aspect of the Participant's participation in the Plan Shares to reduce or eliminate his or her Participant's liability for Tax-Related Items or achieve any particular tax result. If the Further, if Participant is or becomes subject to Tax-Related Items in more than one jurisdiction, jurisdiction between the date of grant and the date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges that the Company Cray and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable event, or tax withholding event, as applicable, the Participant agrees to pay or make adequate arrangements satisfactory to the Company Cray and/or the Employer to satisfy all withholding obligations of the Company and/or the Employer. Tax-Related Items. In this regard, the Participant authorizes the Company Cray and/or the Employer, or his or her their respective agents, at the Company's their discretion, to satisfy any applicable withholding the obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Participant's wages or other cash compensation paid to Participant by the Company Cray and/or the Employer; or (ii) withholding from proceeds of the sale of the Shares acquired upon settlement purchase of the Restricted Stock Units Shares either through a voluntary sale or through a mandatory sale arranged by the Company Cray (on the Participant's behalf pursuant to this authorization); and/or or (iii) withholding in whole Shares to be issued upon settlement vesting of the Restricted Stock Units, Shares, provided that the Company Cray only withholds the amount of whole Shares necessary to satisfy the minimum statutory withholding requirements, not amounts; or (iv) any other arrangement approved by the Committee. Depending on the withholding method, Cray may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum applicable rates, in which case Participant will receive a refund of any over-withheld amount in cash and will have no entitlement to exceed the maximum withholding tax rate in the Participant's 5 applicable jurisdiction. Common Stock equivalent. If the Company satisfies the withholding obligation for the Tax-Related Item Items is satisfied by withholding a number of Shares as described herein, the in Shares, for tax purposes, Participant will be is deemed to have been issued the full number of Shares due subject to Participant at vesting, the vested Shares, notwithstanding that a number of the Shares is are held back solely for the purpose of paying the Tax-Related Items. The Fair Market Value of these Shares, determined as of the effective date when taxes otherwise would have been withheld in cash, will be applied as a credit against the Tax-Related Items withholding. Finally, the Participant further agrees to pay to the Company Cray or the Employer any amount of Tax-Related Items that the Company Cray or the Employer may be required to withhold or account for as a result of his or her Participant's participation in the Plan that cannot be satisfied by the means previously described. The Company Cray may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if the Participant fails to comply with his or her Participant's obligations in connection with the Tax-Related Items.
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Withholding Taxes.
Regardless Participant acknowledges that, regardless of any action
the Company or the taken by Cray or, if different, Participant's employer (the "Employer")
takes with respect to any or the ultimate liability for all income tax, social
security (or social insurance), insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to
the Participant's participation in the Plan and
this Agreement and legally applicable to
the Participant ("Tax-Related Items"),
t...he Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains his or her Participant's responsibility and may exceed the amount actually withheld by the Company Cray or the Employer. Furthermore, the Participant further acknowledges that the Company Cray and/or the Employer (i) (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, 3 RSUs, including, but not limited to, the grant, vesting or settlement of the Restricted Stock Units, RSUs and the subsequent sale of Shares acquired under the Plan pursuant to such settlement; and the receipt of any dividends and/or any Dividend Equivalent Rights, and (ii) (2) do not commit to and are under no obligation to structure the terms of the grant of the Restricted Stock Units or any aspect of the Participant's participation in the Plan RSUs to reduce or eliminate his or her Participant's liability for Tax-Related Items or achieve any particular tax result. If the Further, if Participant is or becomes subject to Tax-Related Items in more than one jurisdiction, jurisdiction between the date of grant and the date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges that the Company Cray and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable event, or tax withholding event, as applicable, the Participant agrees to pay or make adequate arrangements satisfactory to the Company Cray and/or the Employer to satisfy all withholding obligations of the Company and/or the Employer. Tax-Related Items. In this regard, the Participant authorizes the Company Cray and/or the Employer, or his or her their respective agents, at the Company's their discretion, to satisfy any applicable withholding the obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Participant's wages or other cash compensation paid to Participant by the Company Cray and/or the Employer; or (ii) withholding from proceeds of the sale of the Shares acquired upon settlement of the Restricted Stock Units RSUs either through a voluntary sale or through a mandatory sale arranged by the Company Cray (on the Participant's behalf pursuant to this authorization); and/or or (iii) withholding in whole Shares to be issued upon settlement of the Restricted Stock Units, RSUs, provided that the Company Cray only withholds the amount of whole Shares necessary to satisfy the minimum statutory withholding requirements, not amounts; or (iv) any other arrangement approved by the Committee. Depending on the withholding method, Cray may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum applicable rates, in which case Participant will receive a refund of any over-withheld amount in cash and will have no entitlement to exceed the maximum withholding tax rate in the Participant's 5 applicable jurisdiction. Common Stock equivalent. If the Company satisfies the withholding obligation for the Tax-Related Item Items is satisfied by withholding a number of Shares as described herein, the in Shares, for tax purposes, Participant will be is deemed to have been issued the full number of Shares due subject to Participant at vesting, the vested RSUs, notwithstanding that a number of the Shares is are held back solely for the purpose of paying the Tax-Related Items. The Fair Market Value of these Shares, determined as of the effective date when taxes otherwise would have been withheld in cash, will be applied as a credit against the Tax-Related Items withholding. Finally, the Participant further agrees to pay to the Company Cray or the Employer any amount of Tax-Related Items that the Company Cray or the Employer may be required to withhold or account for as a result of his or her Participant's participation in the Plan that cannot be satisfied by the means previously described. The Company Cray may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if the Participant fails to comply with his or her Participant's obligations in connection with the Tax-Related Items.
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Withholding Taxes. Regardless of any action the Company
or the and/or Participant's
employer employer(s) (the "Employer")
takes take with respect to any
foreign, federal, state, or
all local income tax, social
security (or insurance (including if permissible under local law, any statutory employer's contribution to social insurance),
national insurance contributions, payroll
tax, fringe benefits tax, payment on
account account, or other tax-related
items related withholding with respect to
the this Agreement, as a... result of Participant's participation in the Plan and this Agreement and legally applicable to and/or any aspect of the Participant RSUs ("Tax-Related Items"), the Participant agrees and acknowledges that the ultimate liability for all Tax-Related Items legally due by is the responsibility of Participant is and remains his or her responsibility and may exceed the amount actually withheld by the Company or the Employer. Furthermore, the Participant acknowledges that the Company and/or the Employer (i) make no Employer:•are not making any representations or undertakings and are not committing to take any actions regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, Items, including, but not limited to, the grant, vesting or settlement grant of the Restricted Stock Units, RSUs, the vesting of the RSUs, the delivery of Shares upon vesting of the RSUs, the subsequent sale of Shares acquired under upon vesting of the Plan RSUs, and the receipt of any dividends and/or any Dividend Equivalent Rights, and (ii) do dividends; and•do not commit to and are under no obligation to structure the terms of the grant of the Restricted Stock Units or any aspect of the Participant's participation in the Plan RSUs to reduce or eliminate his or her your liability for Tax-Related Items.Before any Tax-Related Items become due, Participant will pay or achieve make adequate arrangements satisfactory to the Company and/or the Employer to satisfy those Tax-Related Items. If permissible under local law, Participant authorizes the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable by or due with respect to and/or on behalf of Participant by one or a combination of the following: (a) withholding from the Shares to be issued, the number of Shares having a fair market value (determined on the date that the amount of tax to be withheld is determined) equal to the amount required to be withheld for Tax-Related Items, or (b) arranging to have sold on Participant's behalf through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) a sufficient number of Shares that is equal to the amount required to be withheld for Tax-Related Items. The Company shall arrange to sell or withhold a whole number of shares to satisfy the minimum tax withholding obligation, and to the extent that any particular tax result. obligation balance remains, such amount shall be withheld from your following payroll cycle. If the obligation for Tax-Related Items is satisfied by withholding a number of Shares as described herein, Participant will be deemed to have been issued the full number of Shares to which Participant is or becomes subject entitled pursuant to the vesting of the RSUs even though a portion of those Shares will be withheld for the purpose of satisfying the Tax-Related Items in more than one jurisdiction, Items.Further, if Participant has relocated to a different jurisdiction between the date of grant and the date of any taxable event, Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable event, or tax withholding event, as applicable, the Participant agrees to pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding obligations of the Company and/or the Employer. In this regard, the Participant authorizes the Company and/or the Employer, or his or her respective agents, at the Company's discretion, to satisfy any applicable withholding obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Participant's wages or other cash compensation paid by the Company and/or the Employer; (ii) withholding from proceeds of the sale of the Shares acquired upon settlement of the Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant's behalf pursuant to this authorization); and/or (iii) withholding in whole Shares to be issued upon settlement of the Restricted Stock Units, provided that the Company only withholds the amount of whole Shares necessary to satisfy the statutory withholding requirements, not to exceed the maximum withholding tax rate in the Participant's 5 applicable jurisdiction. If the Company satisfies the withholding obligation for the Tax-Related Item by withholding a number of Shares as described herein, the jurisdiction.Finally, Participant will be deemed to have been issued the full number of Shares due to Participant at vesting, notwithstanding that a number of Shares is held back solely for purpose of paying the Tax-Related Items. Finally, the Participant further agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of his or her Participant's participation in the Plan or any aspect of the RSUs that cannot be satisfied by any of the means previously described. described in the preceding paragraph. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, to Participant if the Participant fails to comply with his or her meet his/her obligations in connection with for the Tax-Related Items. Items, as described herein.3. No Stockholder Rights. Unless and until such time as Shares are issued in settlement of vested RSUs, Participant shall have no ownership of the Shares allocated to the RSUs and shall have no right to dividends or to vote from such Shares.4. Dividend Equivalents. If dividends are declared and paid on Shares, dividend equivalent payments, if any (whether in cash or Shares), shall be credited to Participant at such time as Shares as issued in settlement of vested RSUs. Such dividend equivalent payments shall have the same vesting requirements as the underlying RSUs.5. No Transfer. The RSUs and any interest therein shall not be sold, assigned, transferred, pledged, hypothecated, or otherwise disposed of.
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Withholding Taxes.
Regardless (a) The Participant acknowledges that, regardless of any action
taken by the
Company or Company, the
Participant's employer (the "Employer") takes with respect to any or ultimate liability for all income tax, social
security (or social insurance), insurance, payroll tax, fringe
benefits benefit tax, payment on account or other tax-related items related to the
Participant's participation in the Plan
and this Agreement and legally applicable to the Participant ("Tax-Related
Items"), the... Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant Items") is and remains his or her the Participant's responsibility and may exceed the amount actually withheld by the Company or the Employer. Furthermore, the Company. The Participant further acknowledges that the Company and/or the Employer (i) make (1) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, RSU, including, but not limited to, the grant, vesting or settlement of the Restricted Stock Units, RSU, the subsequent sale of Shares acquired under pursuant to the Plan settlement and the receipt of any dividends and/or any Dividend Equivalent Rights, dividend equivalents or dividends; and (ii) do (2) does not commit to and are is under no obligation to structure the terms of the grant of the Restricted Stock Units or any aspect of the Participant's participation in the Plan RSU to reduce or eliminate his or her the Participant's liability for Tax-Related Items or achieve any particular tax result. If Further, if the Participant is or becomes subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. (b) Prior to any relevant taxable event, or tax withholding event, as applicable, the Participant agrees to pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding obligations of the Company and/or the Employer. Tax-Related Items. In this regard, connection with making adequate arrangements to satisfy Tax-Related Items, the Participant authorizes and directs the Company and/or the Employer, or his or her respective agents, at the Company's discretion, its agents to satisfy any applicable withholding the obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Participant's wages or other cash compensation paid by the Company and/or the Employer; (ii) withholding from proceeds of the sale of the Shares acquired upon settlement of the Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant's behalf pursuant to this authorization); and/or (iii) withholding in whole Shares to be issued upon vesting and settlement of the Restricted Stock Units, provided RSU. In the event that such withholding in Shares is 3 problematic under applicable tax or securities law, by the Participant's acceptance of the RSU, the Participant authorizes and directs the Company only withholds and any brokerage firm determined acceptable to the amount Company to sell on the Participant's behalf a whole number of whole Shares necessary from those Shares issuable to the Participant as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy the statutory withholding requirements, obligation for Tax-Related Items. Anything in this Section 7 to the contrary notwithstanding, to avoid a prohibited acceleration under Code Section 409A, the number of Shares subject to RSUs that will be permitted to be released and withheld (or sold on the Participant's behalf) to satisfy any Tax-Related Items arising prior to the date the Shares are scheduled to be delivered pursuant to Section 9 for any portion of the RSUs that is considered nonqualified deferred compensation subject to Code Section 409A shall not to exceed the maximum withholding tax rate in number of Shares that equals the Participant's 5 applicable jurisdiction. If the Company satisfies the withholding obligation liability for the Tax-Related Item Items. (c) Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates. If the obligation for Tax-Related Items is satisfied by withholding a number of Shares as described herein, in Shares, for tax purposes, the Participant will be is deemed to have been issued the full number of Shares due subject to Participant at vesting, the vested RSU, notwithstanding that a number of Shares is are held back solely for the purpose of paying the Tax-Related Items. (d) Finally, the Participant further agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of his or her participation in the Plan that cannot be satisfied by the means previously described. described, including through withholding from the Participant's other cash compensation paid to the Participant by the Company or withholding from cash in the Participant's brokerage account designated by the Company. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, Shares if the Participant fails to comply with his or her the Participant's obligations in connection with the Tax-Related Items.
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Withholding Taxes.
Regardless Participant acknowledges that, regardless of any action
taken by the Company
or the or, if different, Participant's employer (the "Employer")
takes with respect to any or the ultimate liability for all income tax, social
security (or social insurance), insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to
the Participant's participation in the Plan and
this Agreement and legally applicable to
the Participant ("Tax-Related Items"),
the Pa...rticipant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains his or her Participant's responsibility and may exceed the amount actually withheld by the Company or the Employer. Furthermore, the Participant further acknowledges that the Company and/or the Employer (i) (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, RSUs, including, but not limited to, the grant, vesting or settlement of the Restricted Stock Units, RSUs and the subsequent sale of Shares acquired under the Plan pursuant to such settlement and the receipt of any dividends and/or any Dividend Equivalent Rights, dividends; and (ii) (2) do not commit to and are under no obligation to structure the terms of the grant of the Restricted Stock Units or any aspect of the Participant's participation in the Plan RSUs to reduce or eliminate his or her Participant's liability for Tax-Related Items or achieve any particular tax result. If the Further, if Participant is or becomes subject to Tax-Related Items in more than one jurisdiction, jurisdiction between the date of grant and the date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable event, or tax withholding event, as applicable, the Participant agrees to pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding obligations of the Company and/or the Employer. Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or his or her their respective agents, at the Company's their discretion, to satisfy any applicable withholding the obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Participant's wages or other cash compensation paid to Participant by the Company and/or the Employer; or (ii) withholding from proceeds of the sale of the Shares acquired upon settlement of the Restricted Stock Units RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant's behalf pursuant to this authorization); and/or or (iii) withholding in whole Shares to be issued upon settlement of the Restricted Stock Units, RSUs, provided that the Company only withholds the amount of whole Shares necessary to satisfy the minimum statutory withholding requirements, not amounts; (iv) Participant's payment of a cash amount (including by check representing readily available funds or a wire transfer); or (v) any other arrangement approved by the Committee; all under such rules as may be established by the Committee and in compliance with the Company's Insider Trading Policy, if applicable; provided however, that if Participant is a Section 16 officer of the Company under the Exchange Act, then the Committee (as constituted in accordance with Rule 16b-3 under the Exchange Act) shall establish the method of withholding from alternatives (i)-(v) above, and the Committee shall establish the method prior to exceed the Tax-Related Items withholding event. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum withholding tax rate applicable rates, in which case Participant will receive a refund of any over-withheld amount in cash and will have no entitlement to the Participant's 5 applicable jurisdiction. Common Stock equivalent. If the Company satisfies the withholding obligation for the Tax-Related Item Items is satisfied by withholding a number of Shares as described herein, the in Shares, for tax purposes, Participant will be is deemed to have been issued the full number of Shares due subject to Participant at vesting, the vested RSUs, notwithstanding that a number of the 2 Shares is are held back solely for the purpose of paying the Tax-Related Items. The Fair Market Value of these Shares, determined as of the effective date when taxes otherwise would have been withheld in cash, will be applied as a credit against the Tax-Related Items withholding. Finally, the Participant further agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of his or her Participant's participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if the Participant fails to comply with his or her Participant's obligations in connection with the Tax-Related Items.
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