Withholding Clause Example with 27 Variations from Business Contracts
This page contains Withholding clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Withholding. The Participant acknowledges that he or she may be required to pay to the Company or, if different, an Affiliate that employs the Participant (the "Employer"), and that the Company, the Employer, or any Affiliate shall have the right and are hereby authorized to withhold from any compensation or other amount owing to the Participant, applicable income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items (including taxes that are imposed on the Co...mpany or the Employer as a result of the Participant's participation in the Plan but are deemed by the Company or the Employer to be an appropriate charge to the Participant) (collectively, "Tax-Related Items"), with respect to any issuance, transfer, or other taxable event under this Award Agreement or under the Plan and to take such action as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such Tax-Related Items. The Participant further 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 RSUs, including, but not limited to the grant or vesting of the RSUs and the subsequent sale of Shares acquired upon settlement of the Vested RSUs; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate the Participant's liability for Tax-Related Items or achieve a particular tax result. Further, if the Participant is 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. Without limiting the foregoing, the Administrator may, from time to time, permit the Participant to make arrangements prior to the Vesting Date described herein to pay the applicable Tax-Related Items in a manner prescribed by the Administrator prior to the Vesting Date; provided that, unless otherwise determined by the Administrator, any such payment or estimate must be received by the Company prior to the 9 Vesting Date. Additionally, the Participant authorizes the Company and/or the Employer to satisfy the obligations with regard to all Tax-Related Items by withholding from proceeds of the sale of Shares acquired upon settlement of the Vested RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant's behalf pursuant to this authorization). Depending on the withholding method, the Company and/or the Employer may withhold or account for the Tax-Related Items by considering minimum statutory withholding amounts or other applicable withholding rates in the Participant's jurisdiction(s), including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash through the Employer's normal payroll process and will have no entitlement to the Share equivalent. The Participant acknowledges that, regardless of any action taken by the Company, the Employer, or any Affiliate the ultimate liability for all Tax-Related Items, is and remains the Participant's responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. The Company may refuse to issue or deliver the Shares or the proceeds from the sale of Shares, if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.View More
Variations of a "Withholding" Clause from Business Contracts
Withholding. The Participant acknowledges that he or she may be required to pay to (a) Regardless of any action the Company or, if different, an Affiliate that employs the Participant Participant's employer (the "Employer"), and that the Company, the Employer, "Employer") takes with respect to any or any Affiliate shall have the right and are hereby authorized to withhold from any compensation or other amount owing to the Participant, applicable all income tax, social insurance, payroll tax, fringe benefits ...tax, payment on account or other tax-related items (including taxes that are imposed on the Company or the Employer as a result of the Participant's related to participation in the Plan but are deemed and legally applicable to Participant ("Tax-Related Items"), Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains Participant's responsibility and may exceed the amount actually withheld by the Company or the Employer to be an appropriate charge to the Participant) (collectively, "Tax-Related Items"), with respect to any issuance, transfer, or other taxable event under this Award Agreement or under the Plan and to take such action as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such Tax-Related Items. The Employer. Participant further acknowledges and agrees that the Company and/or the Employer Employer: (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, Restricted Stock, including, but not limited to to, the grant or vesting of the RSUs and Restricted Stock, -3- the subsequent sale of Shares acquired upon settlement under the Plan and the receipt of the Vested RSUs; any dividends; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the RSUs Restricted Stock to reduce or eliminate the Participant's liability for Tax-Related Items or achieve a any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, jurisdiction between the Grant Date 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. Without limiting the foregoing, the Administrator may, from time to time, permit the Participant to make arrangements prior (b) Prior to the Vesting Date described herein to relevant taxable event, Participant or such other person receiving the Shares of Restricted Stock and any dividends shall pay the applicable all Tax-Related Items in a manner prescribed by the Administrator prior if required to the Vesting Date; provided that, unless otherwise determined by the Administrator, any such payment or estimate must be received do so by the Company prior or shall make adequate arrangements satisfactory to the 9 Vesting Date. Additionally, Company and/or the Employer to satisfy all Tax-Related Items. In this regard, Participant authorizes the Company and/or the Employer Employer, at their discretion, to satisfy the obligations with regard to all Tax-Related Items legally payable by Participant and required to be withheld by the Company and/or the Employer by one or a combination of the following: (i) deducting from any payment otherwise due by the Company or the Employer to Participant or any other person receiving delivery of the Shares of Restricted Stock and any dividends; or (ii) withholding from proceeds of the sale of Shares acquired upon settlement received under the Plan; or (iii) arranging for the sale of Shares received under the Vested RSUs either through a voluntary sale or through a mandatory sale arranged by the Company Plan and any stock dividends (on the Participant's behalf and at Participant's direction pursuant to this authorization). (c) Depending on the withholding method, the Company and/or the Employer may withhold or account for the Tax-Related Items by considering minimum statutory withholding amounts or other applicable withholding rates in the Participant's jurisdiction(s), including maximum applicable rates, in which case the Participant may will receive a refund of any over-withheld amount in cash through the Employer's normal payroll process and will have no entitlement to the Share equivalent. The Finally, Participant acknowledges that, regardless of any action taken by the Company, the Employer, or any Affiliate the ultimate liability for all Tax-Related Items, is and remains the Participant's responsibility and may exceed the amount, if any, actually withheld by shall pay to the Company or the Employer. 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 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 from the sale of Shares, if the Participant fails to comply with his or her Participant's obligations in connection with the Tax-Related Items. Items as described in this Section 6. View More
Withholding. The Participant acknowledges that he or she may be required to pay to the Company Partnership or, if different, an Affiliate that employs the Participant (the "Employer"), and that the Company, Partnership, the Employer, or any Affiliate shall have the right and are hereby authorized to withhold from any compensation or other amount owing to the Participant, applicable income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items (including taxes t...hat are imposed on the Company Partnership or the Employer as a result of the Participant's participation in the Plan but are deemed by the Company Partnership or the Employer to be an appropriate charge to the Participant) (collectively, "Tax-Related Items"), with respect to any issuance, transfer, or other taxable event under this Award Agreement or under the Plan and to take such action as may be necessary in the opinion of the Company Partnership to satisfy all obligations for the payment of such Tax-Related Items. The Participant further acknowledges that the Company Partnership 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 RSUs, DRUs, including, but not limited to the grant or vesting of the RSUs DRUs and the subsequent sale of Shares Common Units acquired upon settlement of the Vested RSUs; DRUs; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the RSUs DRUs to reduce or eliminate the Participant's liability for Tax-Related Items or achieve a particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company Partnership 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. Without limiting the foregoing, the Administrator may, from time to time, permit the Participant to make arrangements prior to the any Vesting Date described herein to pay the applicable Tax-Related Items in a manner prescribed by the Administrator prior to the applicable Vesting Date; provided that, unless otherwise determined by the Administrator, any such payment or estimate must be received by the Company Partnership prior to the 9 an applicable Vesting Date. Additionally, the Participant authorizes the Company Partnership and/or the Employer to satisfy the obligations with regard to all Tax-Related Items by withholding from proceeds of the sale of Shares Common Units acquired upon settlement of the Vested RSUs DRUs either through a voluntary sale or through a mandatory sale arranged by the Company Partnership (on the Participant's behalf pursuant to this authorization). Depending on the withholding method, the Company Partnership and/or the Employer may withhold or 9 account for the Tax-Related Items by considering minimum statutory withholding amounts or other applicable withholding rates in the Participant's jurisdiction(s), rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash through the Employer's normal payroll process and will have no entitlement to the Share Common Unit equivalent. The Participant acknowledges that, regardless of any action taken by the Company, Partnership, the Employer, or any Affiliate the ultimate liability for all Tax-Related Items, is and remains the Participant's responsibility and may exceed the amount, if any, amount actually withheld by the Company Partnership or the Employer. The Company Partnership may refuse to issue or deliver the Shares Common Units or the proceeds from the sale of Shares, Common Units, if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items. View More
Withholding. The Participant acknowledges that he or she may be required to pay to the Company Partnership or, if different, an Affiliate that employs the Participant (the "Employer"), and that the Company, Partnership, the Employer, or any Affiliate shall have the right and are hereby authorized to withhold from any compensation or other amount owing to the Participant, applicable income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items (including taxes t...hat are imposed on the Company Partnership or the Employer as a result of the Participant's participation in the Plan but are deemed by the Company Partnership or the Employer to be an appropriate charge to the Participant) (collectively, "Tax-Related Items"), with respect to any issuance, transfer, or other taxable event under this Award Agreement or under the Plan and to take such action as may be necessary in the opinion of the Company Partnership to satisfy all obligations for the payment of such Tax-Related Items. The Participant further acknowledges that the Company Partnership 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 RSUs, DRUs, including, but not limited to the grant or vesting of the RSUs DRUs and the subsequent sale of Shares Common Units acquired upon settlement of the Vested RSUs; DRUs; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the RSUs DRUs to reduce or eliminate the Participant's liability for Tax-Related Items or achieve a particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company Partnership 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. Without limiting the foregoing, the Administrator may, from time to time, permit the Participant to make arrangements prior to the Vesting Date described herein to pay the applicable Tax-Related Items in a manner prescribed by the Administrator prior to the Vesting Date; provided that, unless otherwise determined by the Administrator, any such payment or estimate must be received by the Company Partnership prior to the 9 Vesting Date. Additionally, the Participant authorizes the Company Partnership and/or the Employer to satisfy the obligations with regard to all Tax-Related Items by withholding from proceeds of the sale of Shares Common Units acquired upon settlement of the Vested RSUs 9 DRUs either through a voluntary sale or through a mandatory sale arranged by the Company Partnership (on the Participant's behalf pursuant to this authorization). Depending on the withholding method, the Company Partnership and/or the Employer may withhold or account for the Tax-Related Items by considering minimum statutory withholding amounts or other applicable withholding rates in the Participant's jurisdiction(s), rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash through the Employer's normal payroll process and will have no entitlement to the Share Common Unit equivalent. The Participant acknowledges that, regardless of any action taken by the Company, Partnership, the Employer, or any Affiliate the ultimate liability for all Tax-Related Items, is and remains the Participant's responsibility and may exceed the amount, if any, amount actually withheld by the Company Partnership or the Employer. The Company Partnership may refuse to issue or deliver the Shares Common Units or the proceeds from the sale of Shares, Common Units, if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items. View More
Withholding. The Participant acknowledges that he or she may be required to pay to that, regardless of any action taken by the Company or, if different, an Affiliate that employs the Related Company for which the Participant provides service (the "Employer"), and that the Company, the Employer, or any Affiliate shall have the right and are hereby authorized to withhold from any compensation or other amount owing to the Participant, applicable ultimate liability for all income tax, social insurance, insurance... contributions, payroll tax, fringe benefits tax, payment on account or account, and other tax-related items (including taxes that are imposed on the Company or the Employer as a result of related to the Participant's participation in the Plan but are deemed and legally applicable to Participant ("Tax-Related Items") is and remains the Participant's responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer to be an appropriate charge to the Participant) (collectively, "Tax-Related Items"), with respect to any issuance, transfer, or other taxable event under this Award Agreement or under the Plan and to take such action as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such Tax-Related Items. Employer. The Participant further 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 RSUs, PSUs, including, but not limited to to, the grant grant, earning or vesting settlement of the RSUs and PSUs, the subsequent sale of Shares shares Stock acquired upon pursuant to such settlement and the receipt of any dividends or other distributions paid on the Vested RSUs; Stock, and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the RSUs PSUs to reduce or eliminate the Participant's liability for Tax-Related Items or achieve a any particular tax result. Further, if the Participant is 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. Without limiting the foregoing, the Administrator may, from time to time, permit the Participant to make arrangements prior to the Vesting Date described herein to pay the applicable Tax-Related Items in a manner prescribed by the Administrator prior to the Vesting Date; provided that, unless Unless otherwise determined by the Administrator, Committee, any applicable withholding required with respect to this Restricted Stock Unit Award shall be satisfied through the surrender of shares of Stock to which the Participant is otherwise entitled under the Plan; provided, however, that the amount withheld in the form of shares of Stock to which the Participant is entitled under the Plan may not exceed the maximum individual tax rate for the Participant in applicable jurisdictions for such payment Participant (based on the applicable rates of the relevant tax authorities (for example, federal, state and local), including the Participant's share of payroll or estimate must 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 received by the Company prior applicable to the 9 Vesting Date. Additionally, specific Participant. Further, the Participant authorizes the Company and/or the Employer Employer, or their respective agents, at their discretion, to satisfy the any applicable withholding obligations with regard to all Tax-Related Items not satisfied consistent with the prior sentence by one or a combination of the following: (i) withholding from wages or other cash compensation payable to the Participant by the Company or the Employer; (ii) withholding from proceeds of the sale of Shares acquired Stock to be issued upon settlement of the Vested RSUs PSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant's behalf pursuant to this authorization). Depending on the withholding method, authorization without further consent); and (iii) any other method acceptable to the Company and/or and permitted under the Plan and applicable laws. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, the Participant is deemed to have been issued the full number of shares of Stock subject to the vested PSUs, notwithstanding that a number of the shares of Stock are held back solely for the purpose of paying the Tax-Related Items. The Participant 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 the Tax-Related Items by considering minimum statutory withholding amounts or other applicable withholding rates Participant's participation in the Participant's jurisdiction(s), including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash through the Employer's normal payroll process and will have no entitlement to the Share equivalent. The Participant acknowledges that, regardless of any action taken Plan that cannot be satisfied by the Company, the Employer, or any Affiliate the ultimate liability for all Tax-Related Items, is and remains the Participant's responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. means previously described. The Company may refuse to issue or deliver the Shares shares Stock or the proceeds from of the sale of Shares, shares of Stock if the Participant fails to comply with his or her the Participant's obligations in connection with the for Tax-Related Items. View More
Withholding. The Participant acknowledges that he or she may be required to pay to the Company Partnership or, if different, an Affiliate that employs the Participant (the "Employer"), and that the Company, Partnership, the Employer, or any Affiliate shall have the right and are hereby authorized to withhold from any compensation or other amount owing to the Participant, applicable income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items (including taxes t...hat are imposed on the Company Partnership or the Employer as a result of the Participant's participation in the Plan but are deemed by the Company Partnership or the Employer to be an appropriate charge to the Participant) (collectively, "Tax-Related Items"), with respect to any issuance, transfer, or other taxable event under this Award Agreement or under the Plan and to take such action as may be necessary in the opinion of the Company Partnership to satisfy all obligations for the payment of such Tax-Related Items. The Participant further acknowledges that the Company Partnership 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 RSUs, DRUs, including, but not limited to the grant or vesting of the RSUs DRUs and the subsequent sale of Shares Common Units acquired upon settlement of the Vested RSUs; DRUs; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the RSUs DRUs to reduce or eliminate the Participant's liability for Tax-Related Items or achieve a particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company Partnership 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. Without limiting the foregoing, the Administrator may, from time to time, permit the Participant to make arrangements prior to the Vesting Date described herein to pay the applicable Tax-Related Items 9 in a manner prescribed by the Administrator prior to the Vesting Date; provided that, unless otherwise determined by the Administrator, any such payment or estimate must be received by the Company Partnership prior to the 9 Vesting Date. Additionally, the Participant authorizes the Company Partnership and/or the Employer to satisfy the obligations with regard to all Tax-Related Items by withholding from proceeds of the sale of Shares Common Units acquired upon settlement of the Vested RSUs DRUs either through a voluntary sale or through a mandatory sale arranged by the Company Partnership (on the Participant's behalf pursuant to this authorization). Depending on the withholding method, the Company Partnership and/or the Employer may withhold or account for the Tax-Related Items by considering minimum statutory withholding amounts or other applicable withholding rates in the Participant's jurisdiction(s), including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash through the Employer's normal payroll process and will have no entitlement to the Share Common Unit equivalent. The Participant acknowledges that, regardless of any action taken by the Company, Partnership, the Employer, or any Affiliate the ultimate liability for all Tax-Related Items, is and remains the Participant's responsibility and may exceed the amount, if any, actually withheld by the Company Partnership or the Employer. The Company Partnership may refuse to issue or deliver the Shares Common Units or the proceeds from the sale of Shares, Common Units, if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items. View More
Withholding. The Participant acknowledges that he or she may be required to pay to the Company Partnership or, if different, an Affiliate that employs the Participant (the "Employer"), and that the Company, Partnership, the Employer, or any Affiliate shall have the right and are hereby authorized to withhold from any compensation or other amount owing to the Participant, applicable income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items (including taxes t...hat are imposed on the Company Partnership or the Employer as a result of the Participant's participation in the Plan but are deemed by the Company Partnership or the Employer to be an appropriate charge to the Participant) (collectively, "Tax-Related Items"), with respect to any issuance, transfer, or other taxable event under this Award Agreement or under the Plan and to take such action as may be necessary in the opinion of the Company Partnership to satisfy all obligations for the payment of such Tax-Related Items. The Participant further acknowledges that the Company Partnership 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 RSUs, DRUs, including, but not limited to the grant or vesting of the RSUs DRUs and the subsequent sale of Shares Common Units acquired upon settlement of the Vested RSUs; DRUs; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the RSUs DRUs to reduce or eliminate the Participant's liability for Tax-Related Items or achieve a particular tax result. Further, if the 10 Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company Partnership 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. Without limiting the foregoing, the Administrator may, from time to time, permit the Participant to make arrangements prior to the Vesting Date described herein to pay the applicable Tax-Related Items in a manner prescribed by the Administrator prior to the Vesting Date; provided that, unless otherwise determined by the Administrator, any such payment or estimate must be received by the Company Partnership prior to the 9 Vesting Date. Additionally, the Participant authorizes the Company Partnership and/or the Employer to satisfy the obligations with regard to all Tax-Related Items by withholding from proceeds of the sale of Shares Common Units acquired upon settlement of the Vested RSUs DRUs either through a voluntary sale or through a mandatory sale arranged by the Company Partnership (on the Participant's behalf pursuant to this authorization). Depending on the withholding method, the Company Partnership and/or the Employer may withhold or account for the Tax-Related Items by considering minimum statutory withholding amounts or other applicable withholding rates in the Participant's jurisdiction(s), including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash through the Employer's normal payroll process and will have no entitlement to the Share Common Unit equivalent. The Participant acknowledges that, regardless of any action taken by the Company, Partnership, the Employer, or any Affiliate the ultimate liability for all Tax-Related Items, is and remains the Participant's responsibility and may exceed the amount, if any, actually withheld by the Company Partnership or the Employer. The Company Partnership may refuse to issue or deliver the Shares Common Units or the proceeds from the sale of Shares, Common Units, if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items. View More
Withholding. The Participant acknowledges that he or she may be required to pay to that, regardless of any action taken by the Company or, if different, an Affiliate that employs the Related Company for which the Participant provides service (the "Employer"), and that the Company, the Employer, or any Affiliate shall have the right and are hereby authorized to withhold from any compensation or other amount owing to the Participant, applicable ultimate liability for all income tax, social insurance, insurance... contributions, payroll tax, fringe benefits tax, payment on account or account, and other tax-related items (including taxes that are imposed on the Company or the Employer as a result of related to the Participant's participation in the Plan but are deemed and legally applicable to Participant ("Tax-Related Items") is and remains the Participant's responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer to be an appropriate charge to the Participant) (collectively, "Tax-Related Items"), with respect to any issuance, transfer, or other taxable event under this Award Agreement or under the Plan and to take such action as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such Tax-Related Items. Employer. The Participant further 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 RSUs, including, but not limited to to, the grant grant, earning or vesting settlement of the RSUs and RSUs, the subsequent sale of Shares shares Stock acquired upon pursuant to such settlement and the receipt of any dividends or other distributions paid on the Vested RSUs; Stock, and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate the Participant's liability for Tax-Related Items or achieve a any particular tax result. Further, if the Participant is 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. Without limiting the foregoing, the Administrator may, from time to time, permit the Participant to make arrangements prior to the Vesting Date described herein to pay the applicable Tax-Related Items in a manner prescribed by the Administrator prior to the Vesting Date; provided that, unless Unless otherwise determined by the Administrator, Committee, any applicable withholding required with respect to this Restricted Stock Unit Award shall be satisfied through the surrender of shares of Stock to which the Participant is otherwise entitled under the Plan; provided, however, that the amount withheld in the form of shares of Stock to which the Participant is entitled under the Plan may not exceed the maximum individual tax rate for the Participant in applicable jurisdictions for such payment Participant (based on the applicable rates of the relevant tax authorities (for example, federal, state and local), including the Participant's share of payroll or estimate must 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 received by the Company prior applicable to the 9 Vesting Date. Additionally, specific Participant. Further, the Participant authorizes the Company and/or the Employer Employer, or their respective agents, at their discretion, to satisfy the any applicable withholding obligations with regard to all Tax-Related Items not satisfied consistent with the prior sentence by one or a combination of the following: (i) withholding from wages or other cash compensation payable to the Participant by the Company or the Employer; (ii) withholding from proceeds of the sale of Shares acquired Stock to be issued upon settlement of the Vested RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant's behalf pursuant to this authorization). Depending on the withholding method, authorization without further consent); and (iii) any other method acceptable to the Company and/or and permitted under the Plan and applicable laws. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, the Participant is deemed to have been issued the full number of shares of Stock subject to the vested RSUs, notwithstanding that a number of the shares of Stock are held back solely for the purpose of paying the Tax-Related Items. The Participant 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 the Tax-Related Items by considering minimum statutory withholding amounts or other applicable withholding rates Participant's participation in the Participant's jurisdiction(s), including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash through the Employer's normal payroll process and will have no entitlement to the Share equivalent. The Participant acknowledges that, regardless of any action taken Plan that cannot be satisfied by the Company, the Employer, or any Affiliate the ultimate liability for all Tax-Related Items, is and remains the Participant's responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. means previously described. The Company may refuse to issue or deliver the Shares shares Stock or the proceeds from of the sale of Shares, shares of Stock if the Participant fails to comply with his or her the Participant's obligations in connection with the for Tax-Related Items. View More
