Distribution of the RSUs. Except as otherwise provided in Paragraph 5, 6, 7 or 8, upon each Vesting Date specified in Paragraph 2, shares of Stock equal to the vested RSUs will be distributed to you. However, no stock certificates will be issued with respect to any shares of Stock. Stock ownership shall be kept electronically in your name, or in your name and in the name of another person of legal age as joint tenants with right of survivorship, as applicable. You are personally responsible for the payment of all taxes related to distribution. To the extent that the Company is required to withhold federal, state, local or foreign taxes or other amounts in connection with the payment of Stock or any other payment to you or on your behalf or any other payment or vesting event under this Agreement, and the amounts available to the Company for such withholding are insufficient, it shall be a condition to the obligation of the Company to make any such delivery or payment that you make arrangements satisfactory to the Company for payment of the balance of such taxes or other amounts required to be withheld. Unless otherwise determined by the Committee, such withholding requirement shall be satisfied by retention by the Company of a portion of the Stock to be delivered to you. The Stock so retained shall be credited against such withholding requirement at the fair market value of such Stock on the date the applicable benefit is to be included in your income. Except in the event your RSUs become vested under Paragraph 7, you may elect to have the Company withhold an additional amount up to the maximum statutory amount in accordance with Company procedures. In no event will the fair market value of the Stock to be withheld and/or delivered pursuant to this Paragraph 4 to satisfy applicable withholding taxes exceed the maximum amount of taxes required to be withheld. Pursuant to the Company’s General Policy on Xxxxxxx Xxxxxxx, you agree not to engage in “short sales” or “sales against the box” or trade in puts, calls or other options on the Company’s securities.
Distribution of the RSUs. No stock certificates will be issued with respect to any shares of Stock. Stock ownership shall be kept electronically in the Grantee’s name, or in the Grantee’s name and in the name of another person of legal age as joint tenants with right of survivorship, as applicable. If withholding of taxes is not required, none will be taken and the gross number of shares will be distributed. The Grantee is personally responsible for the payment of all taxes related to distribution. The Company or any Subsidiary shall have the right to deduct from any Award, an amount equal to any income, social, or other taxes of any kind required by law to be withheld in connection with the Award, deferral or settlement of the RSUs or other securities pursuant to this Agreement. If the distribution of RSUs is subject to tax withholding, such taxes will be settled by withholding cash and/or a number of shares with a market value not less than the amount of such taxes. The Company shall also have the right to withhold shares deliverable upon vesting of the RSUs to satisfy, in whole or in part, the amount the Company is required to withhold for taxes in connection with the Award, deferral or settlement of the RSUs or other securities pursuant to this Agreement. Any cash from dividend equivalents and accrued interest remaining after withholding taxes are paid will be paid in cash to the Grantee. Pursuant to the Company’s Share Ownership and Retention Guidelines, you are required to hold any net (less tax withholding) shares of Stock that you receive through the lapse of restrictions on RSUs for at least one year from the Vesting Date (unless your employment terminates, or unless you become totally disabled as defined in Section 6 below); to the extent that you fail to hold shares for the one year period as required by those guidelines, you may be ineligible for any future equity-based compensation awards until the end of the two year period commencing on the date that the Company becomes aware of such failure, and if you receive future equity awards, you may be required to authorize the Company’s designated agent to take action to ensure future compliance with the Guidelines. With respect to shares of Stock subject to this requirement, you agree not to engage in short sales or purchase or sell options, puts, calls, straddles, equity swaps or similar derivative instruments that are directly linked to Stock.
