Maximum Tax Withholding Rate. By electing this Section 3(b) (#2 election under Section 18 of the Agreement), the Grantee authorizes and requests that the Company take the actions set forth in Section 3(a) above. In addition, the Grantee hereby authorizes and requests that Xxxxxxx Xxxxxx or other Company designated broker (i) sell from the shares of Common Stock issued to the Grantee in connection with any future vesting event that number of shares of Common Stock generating cash proceeds, after payment of any applicable brokerage fees as agreed to by the Grantee ("Proceeds"), approximately equal to the difference between the maximum statutory payroll and income tax withholding rates and the minimum statutory payroll and income tax withholding rates on the applicable vesting date (such difference, the "Additional Tax Amount"), (ii) remit the Additional Tax Amount to the Company and (iii) credit to the Grantee's account at Xxxxxxx Xxxxxx or other Company designated broker an amount equal to the excess of such Proceeds over the Additional Tax Amount. All sales under the foregoing provisions shall be made by Xxxxxxx Xxxxxx or other Company designated broker on the applicable vesting date or as soon thereafter as practicable. Subject to the foregoing provisions, the timing and manner of execution of any transaction shall be subject to principles of best execution as applied by Xxxxxxx Xxxxxx or other Company designated broker. The Grantee acknowledges and agrees that Xxxxxxx Xxxxxx or other Company designated broker, acting consistent with principles of best execution, may be unable to effect sales of the Common Stock due to the Common Stock not trading in sufficient volume at or above a specified limit price, market rules on volume and price priority and precedence, legal or regulatory restrictions, or other factors. The Company agrees to promptly pay over to the appropriate taxing authorities the Additional Tax Amount upon receipt of such amount from Xxxxxxx Xxxxxx or other Company designated broker. The Grantee acknowledges and agrees that he or she shall not exercise or attempt to exercise any influence over how, when or whether any sales of shares of Common Stock are made by Xxxxxxx Xxxxxx or other Company designated broker, except as set forth in the instructions included in this Program.
Maximum Tax Withholding Rate. By electing this Section 3(b) (#2 election under Section 18 of the Agreement), the Grantee authorizes and requests that the Company take the actions set forth in Section 3(a) above. In addition, the Grantee hereby authorizes and requests that the Company's designated broker (i) sell from the shares of Common Stock issued to the Grantee in connection with any future vesting event that number of shares of Common Stock generating cash proceeds, after payment of any applicable brokerage fees as agreed to by the Grantee ("Proceeds"), approximately equal to the difference between the maximum statutory payroll and income tax withholding rates and the minimum statutory payroll and income tax withholding rates on the applicable vesting date (such difference, the "Additional Tax Amount"), (ii) remit the Additional Tax Amount to the Company and (iii) credit to the Grantee's account at the Company's designated broker an amount equal to the excess of such Proceeds over the Additional Tax Amount. All sales under the foregoing provisions shall be made by the Company's designated broker on the applicable vesting date or as soon thereafter as
