Adjustment in Certain Events. If there is any change in the Stock by reason of stock dividends or other distribution (whether in the form of securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, split-off, combination, repurchase or exchange of Stock or other securities of the Company, or other similar corporate transaction or event, or changes in applicable rules, rulings, regulations or other requirements of any governmental body or securities exchange, the Committee may, in its sole discretion, make such adjustments to the number of PSUs credited to Participant’s Performance Share Unit Account that it deems necessary or appropriate and as it may deem equitable in Participant’s rights. Section 11. Tax Withholding Participant agrees to make adequate provision for any sums required to satisfy applicable federal, state, local and foreign income or employment taxes, which are Participant’s sole responsibility. The Company shall not be obligated to transfer any shares of Stock until Participant pays to the Company or any of its Affiliates in cash, or any other form of property, including Stock, acceptable to the Company, the amount required to be withheld from the wages or other amounts owing to Participant with respect to such shares. Further, the Company can withhold amounts for such taxes, in accordance with any tax withholding policy that may be adopted by the Company and is in effect from time to time with respect to equity awards under the Plan (including any method allowed under Section 16(c)(ii) of the Plan) irrespective of whether the amounts to be withheld exceed the lowest tax withholding amount that could be determined for the grantee under another tax withholding method. Participant may elect, subject to procedural rules adopted by the Committee, to satisfy the applicable withholding tax requirement, in whole or in part, by having the Company reduce the number of shares of Stock otherwise transferable under this Award Agreement having an aggregate Fair Market Value on the date the tax is to be determined, equal to such applicable withholding tax requirement. Notwithstanding any provision herein to the contrary, in no event shall the amount of such tax withholding exceed the maximum statutory tax rates (or such other rate as would not trigger a negative accounting impact), as determined by the Company in its sole discretion. Section 12.
Appears in 2 contracts
Samples: Award Agreement (Federal Signal Corp /De/), Federal Signal Corp /De/
Adjustment in Certain Events. If there is any change in the Stock by reason of stock dividends or other distribution (whether in the form of securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, split-off, combination, repurchase or exchange of Stock or other securities of the Company, or other similar corporate transaction or event, or changes in applicable rules, rulings, regulations or other requirements of any governmental body or securities exchange, the Committee may, in its sole discretion, make such adjustments to the number of PSUs credited to Participant’s Performance Share Unit Account Restricted Stock that it deems necessary or appropriate and as it may deem equitable in Participant’s rights. Section 11. Tax Withholding The Company shall have the power and the right to deduct or withhold, or require Participant agrees or beneficiary to make adequate provision for any sums required remit to the Company, an amount sufficient to satisfy applicable federal, state, and local and foreign income or employment taxes, which are taxes (including Participant’s sole responsibility. The Company shall not be obligated to transfer any shares of Stock until Participant pays to the Company FICA obligation), domestic or any of its Affiliates in cashforeign, required by law or any other form of property, including Stock, acceptable to the Company, the amount required regulation to be withheld from the wages or other amounts owing to Participant with respect to such shares. Further, the Company can withhold amounts for such taxes, in accordance with any tax withholding policy that may be adopted by the Company and is in effect from time to time with respect to equity awards under the Plan (including any method allowed under Section 16(c)(ii) taxable event arising as a result of the Plan) irrespective of whether the amounts to be withheld exceed the lowest tax withholding amount that could be determined for the grantee under another tax withholding methodthis Award Agreement. Participant may elect, subject to any procedural rules adopted by the Committee, to satisfy the applicable minimum statutory withholding tax requirement, in whole or in part, by having the Company reduce the number of withhold shares of Stock otherwise transferable under this Award Agreement having an aggregate Fair Market Value on the date the tax is to be determined, equal to such applicable minimum statutory withholding tax. Section 12. Other Tax Matters Participant shall review with his or her own tax requirementadvisors the federal, state, local and other tax consequences, including those in addition to any tax withholding obligations, of the investment in the Restricted Shares and the transactions contemplated by this Award Agreement. Notwithstanding any provision herein Participant has the right to file an election under Section 83 of the Code. The filing of the 83(b) election is the responsibility of Participant. Participant must notify the Company of the filing on or prior to the contraryday of making the filing. Section 13. Section 409A This Award Agreement shall be construed consistent with the intention that it be exempt from Section 409A of the Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, in no event shall including without limitation any such regulations or other guidance that may be issued after the amount date hereof, “Section 409A”). However, notwithstanding any other provision of such tax withholding exceed the maximum statutory tax rates Plan or this Award Agreement, if at any time the Committee determines that this Award (or such other rate as would not trigger a negative accounting impact)any portion thereof) may be subject to Section 409A, as determined by the Company Committee shall have the right in its sole discretion. discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan or this Award Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Committee determines are necessary or appropriate either for this Award to be exempt from the application of Section 12409A or to comply with the requirements of Section 409A. Section 14.
Appears in 1 contract
Samples: Federal Signal Corp /De/
Adjustment in Certain Events. If there is any change in the Stock by reason of stock dividends or other distribution (whether in the form of securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, split-off, combination, repurchase or exchange of Stock or other securities of the Company, or other similar corporate transaction or event, or changes in applicable rules, rulings, regulations or other requirements of any governmental body or securities exchange, the Committee may, in its sole discretion, make such adjustments to the number of PSUs credited to Participant’s Performance Share Unit Account that it deems necessary or appropriate and as it may deem equitable in Participant’s rights. Section 11. Tax Withholding Participant agrees to make adequate provision for any sums required to satisfy applicable federal, state, local and foreign income or employment taxes, which are Participant’s sole responsibility. The Company shall not be obligated to transfer any shares of Stock until Participant pays to the Company or any of its Affiliates in cash, or any other form of property, including Stock, acceptable to the Company, the amount required to be withheld from the wages or other amounts owing to Participant with respect to such shares. Further, the Company can withhold amounts for such taxes, in accordance with any tax withholding policy that may be adopted by the Company and is in effect from time to time with respect to equity awards under the Plan (including any method allowed under Section 16(c)(ii) of the Plan) irrespective of whether the amounts to be withheld exceed the lowest tax withholding amount that could be determined for the grantee under another tax withholding method. Participant may elect, subject to procedural rules adopted by the Committee, to satisfy the applicable withholding tax requirement, in whole or in part, by having the Company reduce the number of shares of Stock otherwise transferable under this Award Agreement having an aggregate Fair Market Value on the date the tax is to be determined, equal to such applicable withholding tax requirement. Notwithstanding any provision herein to the contrary, in no event shall the amount of such tax withholding exceed the maximum statutory tax rates (or such other rate as would not trigger a negative accounting impact), as determined by the Company in its sole discretion. Section 12.such
Appears in 1 contract
Samples: Federal Signal Corp /De/
Adjustment in Certain Events. If there is any change in the Stock by reason of stock dividends or other distribution (whether in the form of securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, split-off, combination, repurchase or exchange of Stock or other securities of the Company, or other similar corporate transaction or event, or changes in applicable rules, rulings, regulations or other requirements of any governmental body or securities exchange, the Committee may, in its sole discretion, make such adjustments to the number of PSUs credited to Participant’s Performance Share Unit Account Restricted Stock that it deems necessary or appropriate and as it may deem equitable in Participant’s rights. Section 11. Tax Withholding Participant agrees to make adequate provision for any sums required to satisfy applicable federal, state, local and foreign income or employment taxes, which are Participant’s sole responsibility. The Company shall not be obligated to transfer any shares of Stock until Participant pays to the Company or any of its Affiliates in cash, or any other form of property, including Stock, acceptable to the Company, the amount required to be withheld from the wages or other amounts owing to Participant with respect to such shares. Further, the Company can withhold amounts for such taxes, in accordance with any tax withholding policy that may be adopted by the Company and is in effect from time to time with respect to equity awards under the Plan (including any method allowed under Section 16(c)(ii) of the Plan) irrespective of whether the amounts to be withheld exceed the lowest tax withholding amount that could be determined for the grantee under another tax withholding method. Participant may elect, subject to procedural rules adopted by the Committee, to satisfy the applicable withholding tax requirement, in whole or in part, by having the Company reduce the number of shares of Stock otherwise transferable under this Award Agreement having an aggregate Fair Market Value on the date the tax is to be determined, equal to such applicable withholding tax requirement. Notwithstanding any provision herein to the contrary, in no event shall the amount of such tax withholding exceed the maximum statutory tax rates (or such other rate as would not trigger a negative accounting impact), as determined by the Company in its sole discretion. Section 12.
Appears in 1 contract
