Tax Obligation means with respect to any period an amount equal to the total obligation of the Company to withhold and deposit federal, state or local employment and income taxes with respect to an Award.
Grantee will be responsible for all brokers fees and other costs related to a Tax Obligation Sale, and Grantee agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any Tax Obligation Sale.
Grantee acknowledges that the Company or its designee is under no obligation to arrange for a Tax Obligation Sale at any particular price, and that the proceeds of any Tax Obligation Sale may not be sufficient to satisfy Grantees minimum Tax Withholding Obligation.
Accordingly, Grantee agrees to pay to the Company or any Related Entity as soon as practicable, including through additional payroll withholding, any amount of the Tax Withholding Obligation that is not satisfied by a Tax Obligation Sale.
To the extent the proceeds of a Tax Obligation Sale exceed Grantees minimum Tax Withholding Obligation, the Company agrees to pay the excess in cash to Grantee.
The Company and its subsidiaries shall, to the extent permitted by law, have the right to deduct such Withholding Tax Obligation from any payment or distribution of any kind otherwise payable or distributable to the Award Recipient, including Common Stock subject to this RSU Award; provided, in the case of Common Stock, that the market value of the shares withheld may not exceed the Companys minimum required Withholding Tax Obligation with respect to this RSU Award.