Condition to Release of Restricted Shares from Trust Clause Samples

Condition to Release of Restricted Shares from Trust. No Restricted Shares (or Rights received in respect of such Restricted Shares while such Restricted Shares are held in the Trust) shall be sold or released from the Trust to Participant unless and until Participant shall have satisfied all of Participant’s tax obligations with respect to such Restricted Shares or Rights (including, without limitation, social security and health insurance payments, if applicable) and shall have provided the Trustee with sufficient confirmation of the satisfaction of such tax obligations, in a form satisfactory in the opinion of the Trustee. Holder shall satisfy such tax obligations in any manner contemplated by Section 4.2 hereof. In general, according to the capital gains Tax Route, which was elected by the Company, taxable income that should be attributed to Participant as a result of the issuance of Restricted Shares will be tax-free on their date of issuance but will be taxed on the sale of such Shares or their transfer from the Trustee to Participant. If the Restricted Shares are held in Trust by the Trustee until the lapse of the Minimum Trust Period, gains derived from the sale of such Shares shall be classified as capital gains and taxed at a rate of 25%, except for the benefit derived at the time of issuance of the Restricted Shares, equal to the difference between (a) the average closing price of the Common Stock on a stock exchange during 30 trading days prior to the date of issuance, and (b) the applicable purchase price. Such benefit shall be subject to tax at the time of sale of the Restricted Shares, or transfer, as ordinary income (i.e., at marginal tax rates (currently up to 49%) plus social security and national health insurance payments).